Common use of Financial Information Clause in Contracts

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Section 5.6(a) days after the end of each of the first three Fiscal Quarters Purchaser Parent Disclosure Letter contains copies of each Fiscal Year (i) the unaudited balance sheet of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the end “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of such Fiscal Quarter the Purchaser Business as of December 31, 2017, December 31, 2016, and consolidated statements of December 31, 2015, and the related audited income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and statement for the period commencing at years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the end of “Audited Purchaser Financial Statements”) (the previous Fiscal Year foregoing clauses (i) and ending (ii) collectively, and together with any notes thereto, the end of such Fiscal Quarter;“Purchaser Financial Statements”). (b) Except as soon as available and set forth in any event within one-hundred-and-twenty (120Section 5.6(b) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for such Fiscal Year for Midwest, including therein consolidated balance sheets each period presented and present a true and fair view of Midwest (x) the state of affairs of the Purchaser Business as of the end dates therein specified and (y) the results of such Fiscal Year operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly methods consistent in all material respects with those used in the financial position for preparation of the periods indicated balance sheet of the Purchaser Business as of the Balance Sheet Date included in conformity with GAAP applied on a basis consistent with prior periods;the Audited Purchaser Financial Statements. (c) Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to set forth in Section 13(a), 13(c), 14 or 15(d) (or any successor sections5.6(c) of the Securities Exchange Act Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of 1934any nature or kind whatsoever (whether accrued, as amended (the “Exchange Act”known or unknown, absolute, contingent or otherwise) except that would be required to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary be reflected on a balance sheet of the Plan Effective DatePurchaser Business prepared in accordance with IFRS, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains except for (i) knowledge of Liabilities accrued for, reflected on, disclosed and/or reserved against on the occurrence thereofPurchaser Financial Statements, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) Liabilities incurred subsequent to the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change Balance Sheet Date in the termsordinary course of business, coverage (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or amounts Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of any policy of insurance the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would result not, individually or in such policy deviating from Prudent Industry Practicethe aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Section 9(a) days after the end of each of the first three Fiscal Quarters Disclosure Schedule contains (a) the preamble opinion issued by the Company’s auditors in respect of each Fiscal Year of Midwest, the consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Company as of December 31, 2007 and the end related statement of such Fiscal Quarter income for the twelve-month period ended December 31, 2007 (the “Financial Statements”), and (b) the unaudited interim condensed consolidated financial statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Company for the three-month period commencing at ended March 31, 2008 (the end “Interim Financial Statements”). The Financial Statements were prepared in accordance with the US GAAP on a basis consistent with the past practices of the previous Fiscal Year and ending with Group Companies. The Interim Financial Statements were prepared on the end of such Fiscal Quarter;same basis as the Financial Statements. (b) as soon as available The Financial Statement and Interim Financial Statements (i) were prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing accordance with the 2013 Fiscal Year, a copy books of account and other financial records of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Group Companies (except as of may be indicated in the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements notes thereto); (ii) present fairly in all material respects the consolidated financial position condition and results of operations of the Company as of the dates thereof and for the periods indicated covered thereby; clause (ii) above being subject, in conformity with GAAP applied on a basis consistent with prior periods;the case of the Interim Financial Statements, to normal recurring year-end adjustments and the absence of notes, the effect of which are not, individually or in the aggregate, material. (c) Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to disclosed in Section 13(a), 13(c), 14 or 15(d) (or any successor sections9(c) of the Securities Exchange Act Disclosure Schedule, the Financial Statements, the Interim Financial Statements and the Draft F-1 Registration Statement, there are no outstanding debts or contingent liabilities of 1934, as amended (any of the “Exchange Act”) except to Group Companies save for those incurred in the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;Ordinary Course of Business. (d) within ten (10) Business Days after each anniversary Except as disclosed in the Financial Statements, the Interim Financial Statements and the Draft F-1 Registration Statement, as of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements date of the Operative DocumentsAgreement there are: (i) no loans, guarantees, material undertakings, material commitments on capital account or unusual liabilities, actual or contingent, made, given, entered into or incurred by or on behalf of any of the Group Companies (other than loans, liabilities, undertakings and commitments made or given by one Group Company to another); (eii) as soon as possible and in no mortgages, charges, liens or other similar encumbrances (other than Permitted Liens) on the assets of any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence Group Companies or any part thereof, notice ; and (iii) no outstanding loan capital or other loans from any third party (other than a Group Company) to any of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeGroup Companies.

Financial Information. Midwest shall cause to be The Company has delivered to Buyer true, correct, and complete copies of the Owner Trusteefollowing financial statements of the Company (collectively, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee:“Financial Statements”): (a) The unaudited balance sheets of the Company as soon of December 31, 2011, December 31, 2010 and December 31, 2009, and the related statements of operations, shareholders’ equity, and cash flows of the Company all for the fiscal years ended on such dates and for the period from inception through December 31, 2011, December 31, 2010, and December 31, 2009, including the schedules and/or notes related thereto, and (b) The unaudited Balance Sheet of the Company as available of April 30, 2012 and the related statements of operations, shareholders’ equity, and cash flows of the Company for the period ended on such dates (subject to normal recurring year-end audit adjustments as prepared by the Company) (collectively, the “Interim Financial Statements”). As used herein, the term “Balance Sheet Date” shall mean April 30, 2012. The Financial Statements (taken together and including the related schedules and/or notes thereto) have been prepared in accordance with GAAP (except that the Interim Financial Statements do not contain footnote disclosures required by GAAP) applied on a consistent basis and are complete and correct in all material respects and fairly present (i) the financial position of the Company as of the respective dates of such statements and (ii) the results of the operations and the changes in financial position of the Company for the fiscal period ended on such dates, all applied on a consistent basis (except as otherwise stated therein or in the notes thereto throughout the periods involved), subject in the case of the Interim Financial Statements to normal year-end adjustments, which are not material in amount or significance in any event individual case or in the aggregate. The accounts receivable of the Company as of the Closing Date are as set forth on Section 4.07 of the Disclosure Schedule and shall be collected within sixty one hundred eighty (60180) days after the end of each Closing Date. All of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as accounts receivable of the end Company are bona fide, arose in the ordinary course of business and are carried on the records of the Company at values determined in accordance with GAAP. No Person has any Lien on any of such Fiscal Quarter accounts receivable, and consolidated statements of income and cash flows of Midwest (which will include results no request or agreement for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending deduction or discount has been made with the end respect to any of such Fiscal Quarter; (b) accounts receivable except as soon as available fully and adequately reflected in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report reserves for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change doubtful accounts set forth in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeFinancial Statements.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The financial statements furnished to the Administrative Agent and the Lenders pursuant to Section 5.1.5 have been prepared in accordance with GAAP consistently applied, except as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearotherwise expressly noted therein, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the consolidated financial position condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods indicated then ended. All balance sheets, all statements of operations, shareholders’ equity, earnings and cash flow and all other financial information of each member of the Consolidated Group and the Unconsolidated Subsidiaries furnished pursuant to Section 7.1.1 have been and will for periods following the Closing Date be prepared in conformity accordance with GAAP applied consistently applied, except as otherwise expressly noted therein, and do or will present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. (b) On and as of the Closing Date, after giving effect to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Borrower and Guarantor in connection therewith, (a) the sum of the assets, at a fair valuation, of the Guarantor and its Subsidiaries taken as a whole and the Borrower on a stand-alone basis consistent with prior periods;will exceed their respective debts; (b) Guarantor and its Subsidiaries taken as a whole and the Borrower on a stand-alone basis have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature; and (c) the Guarantor and its Subsidiaries taken as soon as available, one copy a whole and the Borrower on a stand-alone basis will have sufficient capital with which to conduct their respective businesses. For purposes of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to this Section 13(a6.5(b), 13(c)“debt” means any liability on a claim, 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the and “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains claim” means (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss right to the Facilitypayment, whether or not insuredsuch a right is reduced to judgment, through fireliquidated, theftunliquidated, other hazard fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or casualty, involving a probable loss of $5,000,000 or more unsecured or (ii) knowledge right to an equitable remedy for breach of (A) the occurrenceperformance if such breach gives rise to a payment, notice of any cancellationwhether or not such right to an equitable remedy is reduced to judgment, notice of threatened fixed, contingent, matured, unmatured, disputed, undisputed, secured or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceunsecured.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Trimble shall use reasonable best efforts to prepare and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestdeliver to AGCO, consolidated no later than February 29, 2024, audited and combined balance sheets of Midwest (which will include results the Business for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter fiscal year ended December 29, 2023, and consolidated the related audited and combined statements of income income, comprehensive income, equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Business for the period commencing at fiscal year ended December 29, 2023 (the end of “Audited Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the previous Fiscal Year and ending with the end of such Fiscal Quarter; Independent Accountant, (bii) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearbe prepared from, and accompanied by are in accordance with, the opinion books and records of KPMG LLP or other internationally recognized independent auditors selected by MidwestTrimble and its Subsidiaries, which report shall state that such consolidated financial statements and (iii) fairly present fairly in all material respects the financial position for the periods indicated respects, in conformity with GAAP applied on a consistent basis, the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended. (b) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than fifty-five (55) days (or sixty-five (65) days following the funding of the Available Financing), in each case, following the end of each fiscal quarter of Trimble ending after December 29, 2023 and prior to the Closing, unaudited and combined balance sheets of the Business, and the related unaudited and combined statements of income, comprehensive income and stockholders’ equity and cash flows of the Business for each such quarter and year-to-date period (along with the corresponding period in the prior year and including footnotes thereto) (the “Interim Post-Signing Financial Statements”). The Interim Post-Signing Financial Statements will (i) be reviewed by the Independent Accountant in accordance with AU-C 930, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis consistent with prior periods;(except for Tax adjustments on a standalone basis), the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended; provided that, the Interim Post-Signing Financial Statements are subject to normal year-end adjustments, the effect of which would not reasonably be expected to be material to the Business. (c) as soon as availableTrimble shall keep AGCO informed on a reasonably current basis on the status of its preparation of the Audited Financial Statements and Interim Post-Signing Financial Statements which shall include, one copy of any documents filed by Midwest without limitation, providing AGCO with the Securities and Exchange Commission or any successor agency pursuant expected preliminary financial information to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change be included in the termsAudited Financial Statements and Interim Post-Signing Financial Statements, coverage or amounts if and when available to Trimble, for purposes of any policy of insurance which would result preparing preliminary pro forma adjustments required in such policy deviating from Prudent Industry Practiceconnection with the Available Financing.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60The data set forth on Section 3.20(a) days after the end of each of the first three Fiscal Quarters Disclosure Schedule consists of each Fiscal Year components of Midwest(i) the unaudited balance sheet of the Business as of December 31, 2015 and (ii) the unaudited statement of income for the Business for the year then ended (collectively, the “2015 Data”). The 2015 Data: (A) was prepared from the books and records of the Sellers and their Affiliates, which books and records are complete in all material respects based on then available data and to the extent consistent with the operating models and methodologies discussed with and reviewed by the Buyer; (B) was derived from components of the audited, consolidated balance sheets financial statements of Midwest TCCC for the same period (which will include results for its Consolidated Subsidiariesreflect the consolidation of the subsidiaries of TCCC, including the Sellers), which were prepared in accordance with United States generally accepted accounting principles, consistently applied; (C) reflects reasonable assumptions and allocations of the Sellers’ and their Affiliates’ respective businesses in North America made by the Sellers in good faith after discussion with, and review by, the Buyer; and (D) to the Knowledge of the Sellers, accurately reflects in all material respects, as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter dates therein specified and for the period commencing at periods therein indicated, and subject to the end assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that are reflected in the “effects schedule” described in Section A of the previous Fiscal Year Disclosure Schedule, the costs and ending activities incurred or necessary to operate the Business in a manner consistent with the end Sellers’ established policies, procedures and practices, and fairly and accurately presents, in all material respects, as of such Fiscal Quarter;the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that are reflected in the “effects schedule” described in Section A of the Disclosure Schedule, the financial condition and results of the operations of the Business. (b) as soon as available and in any event within one-hundred-and-twenty (120Section 3.20(b) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as Disclosure Schedule describes certain financial and other information used by the Sellers to derive the 2015 Data (the “2015 Additional Financial Information”). The 2015 Additional Financial Information is unaudited and has been prepared from the books and records of the end Sellers’ and their Affiliates’ respective businesses in North America. (c) Section 5.02(d)(i) contemplates the delivery of such Fiscal Year the Interim Annual Data. The Interim Annual Data: (i) will be prepared from the books and consolidated statements records of income the Sellers and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwesttheir Affiliates, which report shall state that such consolidated financial statements present fairly books and records will be complete in all material respects based on then available data and to the extent consistent with operating models and methodologies discussed with and reviewed by the Buyer; (ii) will be derived from components of the audited, consolidated financial position statements of TCCC for the same period (which will reflect the consolidation of the subsidiaries of TCCC, including the Sellers), which will have been prepared in accordance with United States generally accepted accounting principles, consistently applied; (iii) will be prepared consistent with the Agreed Financial Methodology; and (iv) to the Knowledge of the Sellers, will accurately reflect in all material respects, as of the dates therein specified and for the periods indicated therein indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that will be reflected in conformity with GAAP applied on the “effects schedule” described in Section A of the Disclosure Schedule, the costs and activities incurred or necessary to operate the Business in a basis manner consistent with prior periods; (c) the Sellers’ established policies, procedures and practices, and will fairly and accurately present, in all material respects, as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934dates therein specified and for the periods indicated, as amended (and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that will be reflected in the “Exchange Act”) except to effects schedule” described in Section A of the extent that such documents are made publicly available via Disclosure Schedule, the Securities financial condition and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;results of the operations of the Business. (d) within ten (10Section 5.02(d)(i) Business Days after each anniversary contemplates the delivery of the Plan Effective Date, a certificate Interim Additional Financial Information. The Interim Additional Financial Information will be unaudited and will be prepared from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements books and records of the Operative Documents;Sellers’ and their Affiliates’ respective businesses in North America. (e) as soon as possible and in any event within ten (10Sections 5.02(d)(ii)-(iii) Business Days after any Authorized Officer contemplate the delivery of Midwest obtains the Interim Quarterly Data. The Interim Quarterly Data: (i) knowledge will have been prepared from the books and records of the occurrence thereofSellers, notice of any casualty, damage or loss which books and records will be complete in all material respects based on then available financial and operational data and to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or extent consistent with operating models and methodologies discussed with and reviewed by the Buyer; and (ii) knowledge will have been prepared consistent with the Agreed Financial Methodology. (f) To the Knowledge of the Sellers, the 2015 Data accurately reflects, and the Interim Annual Data will accurately reflect, in each case, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein and subject to the reasonable assumptions and allocations of the Sellers’ and their Affiliates’ respective businesses in North America made by the Sellers in good faith after discussion with, and review by, the Buyer, the liabilities of the Business that are of the kind or type that would customarily be reflected or reserved against in a business entity’s balance sheet. (Ag) The Sellers make no representation or warranty that the occurrence2015 Data, notice of any cancellationthe Interim Annual Data, notice of threatened the 2015 Additional Financial Information, the Interim Additional Financial Information or potential cancellation or (B) any material change the Interim Quarterly Data have been prepared in conformity with accounting principles and practices generally accepted in the termsUnited States of America, coverage as amended from time to time, or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceother generally accepted accounting principles.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien The Company has previously furnished GM with copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, audited consolidated balance sheets of Midwest (which will include results for the Company and its Consolidated Subsidiaries) as of Subsidiaries and the end of such Fiscal Quarter and related audited consolidated statements of income and cash flows of Midwest the Company and its Subsidiaries as of December 31, 2010 and (which will include results for ii) unaudited monthly financial statements of the Company and its Consolidated Subsidiaries) for such Fiscal Quarter and Subsidiaries dated March 2, 2011 for the period commencing at month ending January 2011 (collectively, the end “Financial Statements”). The Financial Statements were (a) compiled from books and records regularly maintained by management of the previous Fiscal Year Company used to prepare the financial statements of the Company and ending with the end of such Fiscal Quarter; its Subsidiaries, (b) as soon as available prepared in accordance with GAAP, consistently applied (except, with respect to the financial statements referred to in clause (ii) above only, for the absence of footnote disclosure and year-end adjustments) and (c) prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing compliance with the 2013 Fiscal Year, a copy Article IV of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets LLP Agreement. The Financial Statements referred to in clause (i) above presents fairly in accordance with GAAP the financial position and results of Midwest as of the end of such Fiscal Year and consolidated statements of income operations and cash flows of Midwest or such Fiscal Year, the Company and accompanied by its Subsidiaries at and as of the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position dates thereof and/or for the periods indicated covered thereby. The financial projections dated January 28, 2011 that were made available to GM by the Company (the “Projections”) (which were prepared by management and are the same projections that were delivered to the lenders under GM’s credit facility and used for purposes of establishing management compensation targets) were prepared in conformity with GAAP applied good faith based upon assumptions believed by the Company to be reasonable at the time prepared, it being understood that (a) the Company makes no representation or warranty that the Company’s actual results will not be lower than or greater than as set forth in the Projections; (b) such Projections (i) are not be to viewed as facts, (ii) have not been updated to reflect any changes in assumptions from the date prepared, (iii) are based on a basis consistent with prior periods; number of assumptions, including as to annual rates of vehicle production, some of which are based upon projections of vehicle manufacturers (including GM); and (c) actual results may materially differ from the Projections. The parties acknowledge that the actual results for the month ending January 2011 as soon as available, one copy of any documents filed by Midwest with reflected in the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) unaudited monthly financial statements of the Securities Exchange Act Company and its Subsidiaries referred to in the first sentence of 1934, this Section 4.07 reflect performance that is better than as amended (set forth in the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary Projections. The Board of Managers of the Plan Effective DateCompany has not reviewed or approved financial projections of the Company for the 2011 or 2012 calendar years that reflect higher revenues, a certificate from Midwest’s insurers income or insurance agents evidencing earnings before interest, taxes, depreciation and amortization than are set forth in the Projections, it being acknowledged that the insurance policies in place satisfy the requirements Board of Managers has reviewed actual results of the Operative Documents; (e) as soon as possible Company for January and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of February 2011 which differ from the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeProjections.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available (i) Between the date hereof and in any event the Closing Date, within sixty (60) days after the end of each of the first three Fiscal Quarters calendar quarters or ninety (90) days after the end of each Fiscal Year of Midwestthe fourth calendar quarter, consolidated Seller shall provide Purchaser an unaudited balance sheets of Midwest (which will include results sheet and related income statement for its Consolidated Subsidiaries) the Business as of the end of, and for the period of, such quarter (collectively, the “Interim Financial Statements”) and (ii) as promptly as practical but in no event more than 45 days following the Closing, furnish Purchaser and its Debt Financing sources with audited adjusted financial statements relating to the Business as of and for the 12 months ended December 31, 2008 in a manner meeting the requirements of Regulation S-X under the Securities Act, together with a report thereon by KPMG LLP (the “SEC Financial Statements”). The Interim Financial Statements shall be prepared in a manner consistent with the Unaudited Financial Information. In connection with the foregoing, Seller shall use reasonable best efforts to execute such Fiscal Quarter management and consolidated other representation letters as shall be reasonably requested by KPMG, LLP to complete the audit of the SEC Financial Statements. (b) Promptly following the Closing Date, Seller shall (i) at its own expense, prepare balance sheets and related statements of income and cash flows of Midwest the Business, together with all footnotes and schedules required by US GAAP, for the three months ending March 31, 2009 (the “2009 Unaudited Financial Statements”), which will include results shall be prepared (x) using substantially the same basis of presentation as the Interim Financial Statements, (y) in a manner meeting the requirements of Regulation S-X adopted under the Securities Act; and (ii) take, or cause to be taken, all reasonable actions necessary, proper or advisable to assist KPMG LLP in the completion of a review, consistent with the requirements of SAS 100, of the 2009 Unaudited Financial Statements, including executing such management and other representation letters as shall be reasonably requested by KPMG LLP. The parties shall consult with one another, and reasonably discuss and agree (in light of the actual date of the Closing and the intent of preparing financial statements meeting the requirements of Regulation S-X adopted under the Securities Act), on whether (x) any modifications to the periods covered by the 2009 Unaudited Financial Statements are necessary, desirable or appropriate (including, where possible, a change of the periods for its Consolidated Subsidiarieswhich financial statements must be prepared by Seller), and (y) any corresponding changes to the reviews to be conducted by KPMG LLP are necessary, in each case in order for such Fiscal Quarter and for financial statements to be in compliance with Regulation S-X adopted under the period commencing at Securities Act. Seller shall use reasonable best efforts to cause the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) 2009 Unaudited Financial Statements to be delivered to Purchaser no more than 45 days after the end Closing Date. Seller shall, and shall cause each of each Fiscal Year of Midwestits officers and employees to, commencing provide to KPMG LLP all information, documents and assistance reasonably requested by KPMG LLP in connection with the 2013 Fiscal Year, a copy review of the annual audited report 2009 Unaudited Financial Statements, and shall reasonably cooperate with Purchaser in the preparation by the Purchaser and its auditors of pro forma financial information that reflect the effect of the acquisition by Purchaser of the Business for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest periods as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied would be required by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with Regulation S-X under the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to (a) Schedule 4.6 hereto contains the Owner Trusteefollowing financial statements and financial information of Sellers in respect of the Facilities (collectively, the Owner Lessor“Historical Financial Information”): (i) unaudited balance sheets and statements of operations, the Owner Participantas of, and for as long as the Lien of the Lease Indenture has not been terminated or discharged12-month periods ended December 31, the Lease Indenture Trustee 2009, and the Pass Through Trustee:December 31, 2010; (aii) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated unaudited balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end Balance Sheet Date (the “Reference Balance Sheets”) and as of such Fiscal Quarter and consolidated March 31, 2011; and (iii) unaudited statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and operations for the three-month period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarteron March 31, 2011; (b) as soon as available The Historical Financial Information is true, correct and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly complete in all material respects and fairly presents the financial position of the Sellers with respect to the Business and the Facilities at the respective dates thereof and the results of the Sellers’ operations of the Business and changes in financial position for the respective periods indicated covered thereby. The financial statements included in conformity the Historical Financial Information have been prepared in accordance with GAAP GAAP, applied on a consistent basis consistent throughout the periods indicated, subject to the absence of footnotes and year-end audit adjustments (the effect of which is not material with prior periods;respect to the Purchased Assets), and are based on the information contained in the books and records of Sellers; and (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Except for (i) knowledge of liabilities reflected in the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or Reference Balance Sheets and (ii) knowledge liabilities that were incurred after the Balance Sheet Date in the ordinary course of (A) the occurrencebusiness, notice none of which have had a Material Adverse Change, Sellers have no liabilities of any cancellationnature relating to the Purchased Assets and the Assumed Liabilities, notice whether accrued, absolute, fixed, contingent, liquidated, unliquidated, recorded, unrecorded, known, unknown, or otherwise of threatened or potential cancellation or (B) any material change the nature required to be disclosed in the terms, coverage or amounts of any policy of insurance which would result a balance sheet prepared in such policy deviating from Prudent Industry Practiceaccordance with GAAP.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached hereto as soon as available and in any event within sixty Schedule 2.7(a) are (60a) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated audited balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Company Group as of December 31, 2018 and December 31, 2019, and the end of such Fiscal Quarter and related audited consolidated statements of income, cash flows and changes in stockholders’ equity of the Company Group for the fiscal years then ended, accompanied by any notes thereto (collectively, the “Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of the Company Group as of August 31, 2020, and the related management statement of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and flow for the eight (8)-month period commencing at then ended (collectively, the end “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Annual Financial Statements have been audited by the Company Group’s firm of certified public accountants. Except as set forth on Schedule 2.7(a), the Financial Statements (i) have been prepared in accordance with the Accounting Principles, consistently applied throughout the periods covered thereby, (ii) have been prepared in a manner consistent with the books and records of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearCompany Group, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements (iii) present fairly in all material respects the assets, liabilities, financial position and results of operations of the Company Group and the Business, as of the dates and for the periods indicated presented therein, except for the absence of certain footnotes and normal year-end adjustments (none of which are, individually or in the aggregate, material). (b) The Company Group maintains a system of internal controls over financial reporting which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect in all material respects the transactions and dispositions of the assets of the Company Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company Group; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company Group that could have a material effect on a basis consistent with prior periods;the Company Group’s consolidated financial statements. (c) Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aset forth on Schedule 2.7(c), 13(c)neither the Company Group nor MHM has any Liability or other obligations, 14 except: (i) Liabilities accrued or 15(dreserved for in the Interim Financial Statements, and (ii) (or any successor sections) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Securities Exchange Act Interim Financial Statements (none of 1934which is a Liability resulting from, as amended (arising out of, relating to, in the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Datanature of, Gatheringor caused by any breach of contract, Analysis and Retrieval (XXXXX) breach of warranty, tort, infringement, violation of law, environmental matter, claim or similar public electronic database;lawsuit). (d) within ten (10) Business Days after each anniversary None of the Plan Effective DateCompany Group or MHM has applied for, a certificate from Midwest’s insurers been approved for, or insurance agents evidencing that received any funds pursuant to programs created under the insurance policies in place satisfy CARES Act (including the requirements Paycheck Protection Program) and, except as set forth on Schedule 2.7(d), nor have any of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice them deferred payments of any casualty, damage or loss employment related taxes pursuant to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceprograms.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached hereto as soon as available EXHIBIT 6.08(a) are true, correct and in any event within sixty complete copies of (60i) days after the end audited balance sheet of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for LTHI and its Consolidated Subsidiaries) subsidiaries as of December 31, 1997 and the end of such Fiscal Quarter and consolidated related statements of income and retained earnings and of cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the fiscal year then ended, certified by PricewaterhouseCoopers, LTHI's independent public accountants (including the notes thereto) and (ii) the unaudited balance sheet of LTHI and its subsidiaries as of December 31, 1998, and the related statements of income and retained earnings for the 12-month period commencing at then ended ((i) and (ii) collectively the "Financial Statements"). All Financial Statements have been prepared in accordance with GAAP, subject to normal year-end audit adjustments, and consistent with prudent business management practices, are complete in all material respects and fairly present the financial position of LTHI and its subsidiaries as of the previous Fiscal Year respective dates thereof and ending with results of operations and changes in financial position of LTHI and its subsidiaries for each of the end of such Fiscal Quarter;periods then ended. (b) as soon as available and Since December 31, 1998, there has been no material adverse change in any event within one-hundred-and-twenty the business, assets, liabilities, condition (120) days after financial or other), or in the end results of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy operations or prospects of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Company and its Subsidiaries taken as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;whole. (c) Except as soon as availabledisclosed on EXHIBIT 6.08(c) attached hereto, one copy neither the Company nor any of its Subsidiaries has any liability, contingent or otherwise, not disclosed in the Financial Statements or in the notes thereto that could, together with all such other liabilities, have a Material Adverse Effect, nor does the Company have any reasonable grounds to know of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;liability. (d) within ten (10) Business Days after each anniversary A schedule of Indebtedness of the Plan Effective DateCompany and its Subsidiaries as of December 31, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies 1998 (including lease obligations required to be capitalized in place satisfy the requirements of the Operative Documents; (eaccordance with GAAP) is attached hereto as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeEXHIBIT 6.08(d).

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty (60) days after the end of each complete copies of the first three Fiscal Quarters Financial Statements have been delivered by the Seller to the Purchaser. The Financial Statements (i) present fairly, in all material respects, the combined financial condition and results of each Fiscal Year operations of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Company and the Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest dates thereof or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated covered thereby, (ii) are derived from and have been prepared in conformity accordance with the underlying books and records of the Company and the Subsidiaries and (iii) except as disclosed in the Financial Statements, have been prepared in accordance with GAAP applied on a basis consistent with the past practices, other than as required for stand-alone or separate company financial statements, of the Company and the Subsidiaries. (b) The books, records and accounts of the Company and each of the Subsidiaries, all of which have been made available to Parent and the Purchaser to the extent requested by them in writing prior periods;to the date of this Agreement, are true and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with good business practices in all material respects. To the Seller’s Knowledge, the system of internal controls over financial reporting of the Company and the Subsidiaries, taken as a whole, is reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the assets of the Company or the Subsidiaries. (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections3.07(c) of the Securities Exchange Act Disclosure Schedule sets forth a reconciliation of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge each of the occurrence thereofline items specified in the condensed, notice combined and consolidated income statement included in the Financial Statements, for each of any casualtythe fiscal years ended December 31, damage or loss 2012, 2013 and 2014, to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrenceapplicable line items for the Seller’s “Fiber Optic Licensing and Other” segment for each such fiscal year, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change as specified in the termsaudited financial statements of the Seller included in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice2014.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available A true and in any event within sixty (60) days after the end of each correct copy of the first three Fiscal Quarters of each Fiscal Year of Midwest, unaudited consolidated balance sheets sheet of Midwest (which will include results for the Company and its Consolidated Subsidiaries) Subsidiaries as of December 31, 2008 and October 31, 2009 together with the end of such Fiscal Quarter and consolidated related unaudited statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Company for the period commencing at fiscal years and/or periods then ended, including any notes thereto (collectively, the end of “Financial Statements”), has been made available to the previous Fiscal Year and ending with the end of such Fiscal Quarter;Purchaser. (b) The Financial Statements (i) were prepared based upon the information contained in the Company Books and Records, (ii) were prepared, in all material respects, in accordance with US GAAP consistently applied (except as soon as available may be noted therein) and in any event within one-hundred-and-twenty (120iii) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly and accurately in all material respects the consolidated financial position and results of operations and cash flow of the Company and its Subsidiaries as of the dates or for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;presented therein. (c) Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to set forth in Section 13(a), 13(c), 14 or 15(d) (or any successor sections3.10(c) of the Securities Exchange Act of 1934Sellers and Company Disclosure Schedule, as amended the Company Books and Records have been (the “Exchange Act”i) except made available to the extent that such documents are made publicly available via Purchaser and (ii) maintained in material compliance with applicable legal and accounting requirements and fairly and accurately reflect, in all material respects, all dealings and transactions in respect of the Securities businesses, assets and Exchange Commission’s Electronic Data, Gathering, Analysis Liabilities of the Company and Retrieval (XXXXX) or similar public electronic database;its Subsidiaries. (d) within ten The Company and its Subsidiaries have no Liabilities, other than (10i) Liabilities expressly reflected, reserved against or otherwise disclosed in the Financial Statements, (ii) Liabilities incurred after October 31, 2009 in the Company Ordinary Course of Business Days after each anniversary of and (iii) Liabilities that, individually or in the Plan Effective Dateaggregate, have not had, and would not reasonably be expected to have, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;Material Adverse Effect. (e) Conduct in the Ordinary Course of Business. Since October 31, 2009, except as soon may be expressly permitted or contemplated by this Agreement (including the Offshore Reorganization) and as possible set forth in Section 3.10(e) of the Sellers and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Company Disclosure Schedule, (i) knowledge the Company and its Subsidiaries have conducted their respective businesses only in the Company Ordinary Course of the occurrence thereofBusiness, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge there has not occurred any event that has had, or would reasonably be expected to have, a Material Adverse Effect, (iii) there has not been any material damage, destruction or other casualty loss with respect to any assets or property owned, leased or otherwise used by the Company or any of its Subsidiaries (Awhether covered by insurance or not), (iv) neither the occurrence, notice Company nor any of its Subsidiaries has increased the compensation of any cancellationof their officers or the rate of pay of any of their employees, notice except as part of threatened or potential cancellation or regular compensation increases in the Company Ordinary Course of Business, (Bv) any material there has not occurred a change in the termsaccounting principles or practice of the Company or any of its Subsidiaries, coverage except as required by applicable Laws or amounts a change in US GAAP, and (vi) neither the Company nor any of its Subsidiaries has declared, set aside, made or paid any policy of insurance which would result dividend or other distribution, payable in such policy deviating from Prudent Industry Practicecash, shares, property or otherwise, with respect to its share capital.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and The financial statements included in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and Seller’s Form 10-K for the fiscal year ended December 31, 2023 and Seller’s Form 10-Q for the quarterly period commencing at the end of the previous Fiscal Year and ending ended March 31, 2024, in each case filed with the end of such Fiscal Quarter; SEC: (bi) as soon as available and were prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC), and (ii) fairly present in all material respects and in accordance with the applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end audit adjustments) the financial position and results of operations of Seller as of the respective date and for the respective periods covered thereby. (b) The Business is not a separately audited unit of Seller. As a result, the financial statements prepared for the Business are not prepared as part of Seller’s normal reporting process. Section 5.4(b) of the Parent/Seller Disclosure Letter sets forth the unaudited, pro forma (after giving effect to the Separation) balance sheet of the Business as of the Reference Date (the “Reference Balance Sheet”) and the unaudited, pro forma (after giving effect to the Separation) statement of operations of the Business for the twelve (12)-month period then ended (together with the Reference Balance Sheet, the “Financial Statements”). Except as set forth therein, the Financial Statements have been prepared in all material respects in accordance with the Agreed Accounting Principles. The Agreed Accounting Principles were derived from the accounting principles of Seller, which are in all material respects consistent with prior periods;GAAP. The books, records and other financial reports of Seller relating to the operations of the Business used by Seller as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound business practices. The Financial Statements do not materially misstate, and fairly present in all material respects, the financial condition and results of operations of the Business at their respective dates and for the periods covered by such statements assuming the Business had been operated independently of the Retained Business during the periods presented, subject to certain adjustments described therein, but do not necessarily reflect what the results of operations and financial positions would have been if the Business had been operated independently of the Retained Business during the periods presented. (c) Except as soon would not reasonably be expected to be material to the Business, taken as availablea whole, one copy Seller and its Subsidiaries maintain, with respect to the Business, adequate and effective internal accounting controls which have been designed to provide reasonable assurance that (i) the control objectives have minimized the risk of any documents filed by Midwest material financial misstatement, (ii) all information concerning the Business is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements, (iii) unauthorized acquisition, use or disposition of the properties or assets of the Business that could have a material effect on the Financial Statements is prevented or timely detected, and (iv) all transactions are accurately recorded in the correct period as necessary to permit the preparation of the Financial Statements and disclosures in conformity with the Securities Agreed Accounting Principles, and Exchange Commission or any successor agency pursuant to Section 13(a)receipts and expenditures of Seller are being made only in accordance with authorizations of management and directors of Seller. Since the Lookback Date, 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, except as amended (the “Exchange Act”) except would not be material to the extent that such documents are made publicly available via Business, taken as a whole, there has not been any significant deficiency or material weakness identified in Seller’s internal accounting controls with respect to the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) Business or similar public electronic database;the Acquired Companies. (d) within ten Except as would not reasonably be expected to be material to the Business, taken as a whole, during the past five (105) Business Days after each anniversary years, (i) neither Seller or any of its Subsidiaries (with respect to the Business) nor their external auditor has (A) identified any fraud that involves management or other employees who have a significant role in Seller’s or any of its Subsidiaries’ (with respect to the Business) financial reporting or (B) has received any written, or to the Knowledge of Seller, oral, material complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Plan Effective Date, a certificate from Midwest’s insurers Business or insurance agents evidencing that their respective internal accounting controls and (ii) there have been no internal investigations by Seller or the insurance policies in place satisfy the requirements of the Operative Documents;Seller Board regarding financial reporting. (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Except (i) knowledge of as adequately set forth in the occurrence thereofReference Balance Sheet, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge for Liabilities incurred in the ordinary course of business since the Reference Date (Aand not resulting from breach of contract or warranty, infringement, tort, claim, or Action), (iii) for Liabilities incurred pursuant to the occurrenceTransaction Agreements and (iv) for Liabilities that would not reasonably be expected to be adverse to the Business, notice of any cancellationtaken as a whole, notice of threatened or potential cancellation or (B) in any material change in respect, there are no Liabilities of the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeBusiness.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached hereto as soon as available EXHIBIT 6.08(a) are true, correct and in any event within sixty complete copies of (60i) days after the end of each audited balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for Company and its Consolidated Subsidiaries) Subsidiaries as of December 31, 1997 and the end of such Fiscal Quarter and consolidated related statements of income and retained earnings and of cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at fiscal year then ended, certified by PricewaterhouseCoopers, the end Company's independent public accountants (including the notes thereto) and (ii) the unaudited balance sheet of the previous Fiscal Year Company and ending its Subsidiaries as of December 31, 1998, and the related statements of income and retained earnings for the 12-month period then ended ((i) and (ii) collectively the "Financial Statements"). All Financial Statements have been prepared in accordance with GAAP, subject to normal year-end audit adjustments, and consistent with prudent business management practices, are complete in all material respects and fairly present the end financial position of such Fiscal Quarter;the Company and its Subsidiaries as of the respective dates thereof and results of operations and changes in financial position of the Company and its Subsidiaries for each of the periods then ended. (b) as soon as available and Since December 31, 1998, there has been no material adverse change in any event within one-hundred-and-twenty the business, assets, liabilities, condition (120) days after financial or other), or in the end results of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy operations or prospects of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Company and its Subsidiaries taken as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;whole. (c) Except as soon as availabledisclosed on EXHIBIT 6.08(c) attached hereto, one copy neither the Company nor any of its Subsidiaries has any liability, contingent or otherwise, not disclosed in the Financial Statements or in the notes thereto that could, together with all such other liabilities, have a Material Adverse Effect, nor does the Company have any reasonable grounds to know of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;liability. (d) within ten (10) Business Days after each anniversary A schedule of Indebtedness of the Plan Effective DateCompany and its Subsidiaries as of December 31, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies 1998 (including lease obligations required to be capitalized in place satisfy the requirements of the Operative Documents; (eaccordance with GAAP) is attached hereto as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeEXHIBIT 6.08(d).

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each The consolidated balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for Borrower and its Consolidated Subsidiaries) Subsidiaries as of December 31, 1997 and the end of such Fiscal Quarter and related consolidated statements of income and retained earnings and of cash flows for the Fiscal Year then ended, reported on by Coopers & Xxxxxxx L.L.P., and set forth in the Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with GAAP, the consolidated financial position of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of such date and their consolidated results of operations and cash flows for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;Year. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy The unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower and its Consolidated Subsidiaries as of March 31, 1998 and the end of such Fiscal Year and related unaudited consolidated statements of income and of cash flows of Midwest or such Fiscal Yearfor the three months then ended, and accompanied by set forth in the opinion of KPMG LLP or other internationally recognized independent auditors selected by MidwestBorrower's Latest Form 10-Q, which report shall state that such consolidated financial statements fairly present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied respects, on a basis consistent with prior periods;the financial statements referred to in subsection (a), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year- end adjustments). (c) The audited balance sheet of Equistar as soon of December 31, 1997, and the related statements of income, partners' capital and cash flows for the fiscal year of Equistar then ended, reported on by Coopers & Xxxxxxx L.L.P. and Price Waterhouse LLP, and set forth in the Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with GAAP, the financial position of Equistar as available, one copy of any documents filed by Midwest with the Securities such date and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) its results of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that operations and cash flows for such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;fiscal year. (d) within ten The unaudited summarized balance sheet of Equistar as of March 31, 1998 and the related unaudited summarized statements of income and selected cash flows information for the three months then ended, set forth in the Borrower's Latest Form 10-Q, fairly present in all material respects, on a basis consistent with the financial statements referred to in subsection (10) Business Days after each anniversary c), the financial position of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Equistar as of the Operative Documents;such date and its results of operations and cash flows for such three month period (subject to normal year-end adjustments). (e) The audited balance sheet of LCR as soon of December 31, 1997, and the related statements of income, members' equity and cash flows for the fiscal year of LCR then ended, reported on by Coopers & Xxxxxxx L.L.P., and set forth in the Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with GAAP, the financial position of LCR as possible of such date and its results of operations and cash flows for such fiscal year. (f) The unaudited summarized balance sheet of LCR as of March 31, 1998 and the related unaudited summary financial information for the three months then ended, set forth in any event within ten the Borrower's Latest Form 10-Q, fairly present in all material respects, on a basis consistent with the financial statements referred to in subsection (10e), the financial position of LCR as of such date and its results of operations and cash flows for such three month period (subject to normal year-end adjustments). (g) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereofSince December 31, notice of any casualty1997, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any there has been no material adverse change in the termsbusiness, coverage financial condition, assets, results of operations or amounts liabilities of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethe Borrower and its Consolidated Subsidiaries, considered as a whole.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each Set forth on Section 4.5 of the first three Fiscal Quarters Seller’s Disclosure Schedules are complete and correct copies of each Fiscal Year the unaudited combined balance sheet of Midwestthe Transferred Entities on a carve-out basis as of 30 June 2009 (the “Latest Transferred Entities Balance Sheets”), consolidated and audited combined balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Transferred Entities on a carve-out basis as of 31 December 2008, 31 December 2007 and 31 December 2006 (the end “Transferred Entities Balance Sheet”) and the unaudited combined profit and loss account for the Transferred Entities on a carve-out basis for the six-months period ended 30 June 2009 (the “Latest Transferred Entities Profit and Loss Account” together with the Latest Transferred Entities Balance Sheets, the “Latest Transferred Entities Financial Statements”) and the audited combined profit and loss account for the Transferred Entities for the years ended 31 December 2008, 31 December 2007 and 31 December 2006 (together with the Transferred Entities Balance Sheet, the “Transferred Entities Financial Statements”). The Transferred Entities Financial Statements have been derived from the accounting books and records of such Fiscal Quarter the Transferred Entities and consolidated statements present fairly, in all material respects, the combined financial position and results of income and cash flows operations of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter the Transferred Entities on a carve-out basis as of and for the period commencing at the end of the previous Fiscal Year dates and ending with the end periods thereof, and each of such Fiscal Quarter; (b) as soon as available and Transferred Entities Financial Statements has been prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing accordance with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP Hong Kong FRS applied on a basis consistent with prior periods;past practice, except as expressly provided in the Transferred Entities Financial Statements. (b) The books and records of the Transferred Entities have been maintained in all material respects in accordance with reasonable business practices. The Latest Transferred Entities Balance Sheet does not reflect any material asset that as of the date herereof does not constitute a part of the PCB Business, and the Latest Transferred Entities Profit and Loss Account does not reflect the results of any material operations of any Person that as of the date hereof does not constitute a part of the PCB Business. (c) as soon as available, one copy The Transferred Entities maintain in all material respects internal control over financial reporting to provide reasonable assurance regarding the reliability of any documents filed by Midwest financial reporting and the preparation of financial statements for external purposes in accordance with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeHong Kong FRS.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available The Company has furnished to the Agent the consolidated balance sheet and in any event within sixty the related consolidated statement of income, stockholder’s equity and cash flows (60i) days after the end of each of the first three Fiscal Quarters Company, as of September 30, 2010, September 30, 2011 and September 30, 2012 for the fiscal years then ended and (ii) of the Acquired Entity, as of December 31, 2010, December 31, 2011 and December 31, 2012 for the fiscal years then ended, in each Fiscal Year case reported on by independent public accountants. Such financial statements of Midwestthe Company referred to in subsection (a)(i) of this Section 4.04 fairly present, in all material respects, in conformity with GAAP, the financial position of the Company as of such dates and its results of operations and cash flows for such fiscal years. The Company has no actual knowledge (after reasonable inquiry) that such financial statements of the Acquired Entity referred to in subsection (a)(ii) of this Section 4.04 do not fairly present, in all material respects, in conformity with GAAP, the financial position of the Acquired Entity as of such dates and its results of operations and cash flows for such fiscal years. (b) The Company has furnished to the Agent the unaudited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of sheet and the end of such Fiscal Quarter and related unaudited consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end each of the previous Fiscal Year Company and ending the Acquired Entity, for each fiscal quarter subsequent to (i) with respect to the end of such Fiscal Quarter; Company, September 30, 2012 and (bii) as soon as available with respect to the Acquired Entity, December 31, 2012, and in any event within one-hundred-and-twenty (120) each case ended at least 45 days after prior to the end of each Fiscal Year of MidwestEffective Date or the Closing Date, commencing with the 2013 Fiscal Year, a copy as applicable. Such financial statements of the annual audited report for such Fiscal Year for MidwestCompany fairly present, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated respects, in conformity with GAAP applied on a basis consistent with prior periods;the financial statements referred to in subsection (a)(i) of this Section 4.04, the financial position of the Company as of such dates and their results of operations and cash flows for such three month period (subject to normal year-end adjustments). The Company has no actual knowledge (after reasonable inquiry) that such financial statements of the Acquired Entity do not fairly present, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a)(ii) of this Section 4.04. (c) as soon as availableThere has been no material adverse change in the financial condition, one copy of any documents filed by Midwest with the Securities and Exchange Commission business or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) operations of the Securities Exchange Act of 1934Company since September 30, as amended (the “Exchange Act”) except 2012, unless and to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change disclosed in the termsCompany’s quarterly reports on Form 10-Q, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceas filed with the Commission.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty The unaudited interim combined balance sheet (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries“Balance Sheet”) as of June 30, 2009 (the end “Balance Sheet Date”) of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest the Xxx Xxxxxx Business (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at avoidance of doubt, including the end Purchased Assets and Assumed Liabilities), (i) has been based on financial records of the previous Fiscal Year Seller and ending its Subsidiaries that are in accordance with the end of GAAP and (ii) fairly presents, on such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwestbasis, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the combined financial position of the Transferred Entities, together with the Purchased Assets, as of the date thereof (subject to normal year-end audit adjustments, none of which would be expected to be material). The unaudited interim combined statement of income (the “Income Statement”) for the periods indicated six months ended June 30, 2009 of the Transferred Entities, together with the Purchased Assets, (i) has been based on financial records of the Seller and its Subsidiaries that are in conformity accordance with GAAP applied and (ii) fairly presents, on such basis, in all material respects the combined results of operations of the Transferred Entities, together with the Purchased Assets, for such period (subject to normal year-end audit adjustments, none of which is expected to be material). It is understood that (i) expenses on the income statement referred to in the preceding sentence fully comprise the direct and indirect expenses incurred to support the Xxx Xxxxxx Business, (ii) such direct expenses include investment team and distribution compensation reported on the basis of Economic Compensation, occupancy, equipment, information processing and marketing fees and (iii) such expenses include support services costs (Operations, IT, HR, Finance, Internal Audit and Legal/Compliance), and reflect both direct expenses and an allocation of the Xxx Xxxxxx Business’ share of the costs of services and functions that support Seller’s global investment management business (with any compensation costs also reported on the basis of Economic Compensation). Complete and correct copies of the unaudited financial statements described in the first two sentences of this Section 3.11(a) (the “Financial Statements”) are set forth on Section 3.11(a) of the Seller Disclosure Schedule. (b) The Balance Sheet does not reflect any asset, other than deferred tax assets attributable to differences between tax and book accounting treatment, that will not be transferred to Buyer either as a basis Purchased Asset or pursuant to the Merger after giving effect to the transactions contemplated hereunder (excluding routine dispositions of assets in the ordinary course of business consistent with prior periods;past practice and permitted by Section 5.01(b)) and the Income Statement reflects the results of the operations of the Xxx Xxxxxx Business as conducted as part of Seller. The Financial Statements reflect all costs that historically have been incurred in connection with the operation of the Xxx Xxxxxx Business. (c) as soon as availableSeller and its Subsidiaries (including the Transferred Entities) maintain in all material respects internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, one copy including policies and procedures that (i) pertain to the maintenance of any documents filed by Midwest with records that in reasonable detail accurately and fairly reflect the Securities transactions and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) dispositions of the Securities Exchange Act assets of 1934the Transferred Entities, (ii) provide reasonable assurance that transactions are recorded as amended necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Transferred Entities are being made only in accordance with authorizations of management and directors of the Transferred Entities and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the “Exchange Act”) except to assets of the extent Transferred Entities that such documents are made publicly available via could have a material effect on the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;financial statements. (d) within ten (10Section 3.11(d) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Seller Disclosure Schedule correctly sets forth all Indebtedness of the Operative Documents; Xxx Xxxxxx Business to third parties (ewhich, for the avoidance of doubt, does not include Seller and its Affiliates) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereofdate set forth on such Schedule, notice and for each item of any casualtysuch Indebtedness set forth thereon, damage or loss to identifies the Facilitydebtor, whether or not insuredthe principal amount as of the date of this Agreement, through firethe creditor, theftthe maturity date and the collateral, other hazard or casualtyif any, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) securing the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeIndebtedness.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after The Borrower has heretofore furnished to the end of Agent, for distribution to each of the first three Fiscal Quarters of each Fiscal Year of MidwestLenders, the audited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of December 31, 2014 and the end consolidated balance sheet of such Fiscal Quarter the Borrower as of March 31, 2015, and related consolidated statements of cash flows, income and retained earnings of the Borrower for the twelve-month and three-month periods, respectively, then ended (subject to normal and recurring year-end audit adjustments in the case of any unaudited financial statements). Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) the Borrower as of such date and for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending period, in accordance with the end of such Fiscal Quarter;GAAP. (b) as soon as available and All pro forma financial statements delivered by the Borrower to the Arrangers, the Agent or the Lenders in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing connection with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied Transactions (i) have been prepared by the opinion of KPMG LLP or other internationally recognized independent auditors selected Borrower in good faith, based on the assumptions believed by Midwestthe Borrower on the date hereof to be reasonable and (ii) present fairly, which report shall state that such consolidated financial statements present fairly in all material respects respects, the pro forma consolidated financial position condition and the pro forma consolidated results of operations of the Borrower as of and for the dates and periods indicated in conformity with GAAP applied on a basis consistent with prior to which they relate as if the Transactions had occurred at the beginnings of such periods;. (c) as soon as available, one copy of any documents filed The projected financial statements delivered by Midwest the Borrower to the Arrangers and the Agent in connection with the Securities Transactions have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time such projected financial statements were delivered (it being understood that Projections are subject to significant uncertainties and Exchange Commission or any successor agency pursuant to Section 13(acontingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that Projections will be realized), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;. (d) within ten (10) Business Days after each anniversary of the Plan Effective DateSince December 31, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof2014, notice of any casualty, damage or loss there has not been nor is there reasonably likely to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) be any material adverse change in the termsbusiness, coverage assets, operations or amounts condition (financial or otherwise) of the Borrower and its Consolidated Subsidiaries, taken as a whole; provided that the charges and other information disclosed in the Disclosure Documents and the Acquired Company’s Disclosure Documents shall be deemed not to constitute any policy of insurance which would result in such policy deviating from Prudent Industry Practicematerial adverse change.

Financial Information. Midwest shall cause to be 4.5.1 Seller has delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, Purchaser true and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated unaudited carve-out balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Business on a stand-alone basis as of December 31, 2006 (the end of such Fiscal Quarter “Unaudited 2006 Balance Sheet”) and consolidated the related statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter flow and the related notes thereto for the period commencing at Business on a stand-alone basis for the end year ended December 31, 2006 (together with the Unaudited 2006 Balance Sheet, the “Unaudited 2006 Statements”) and the unaudited carve-out balance sheet of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within oneBusiness on a stand-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest alone basis as of February 23, 2007 (the end of such Fiscal Year “Unaudited Interim Balance Sheet”) and consolidated the related statements of income for the Business on a stand-alone basis for the two month period ended February 23, 2007 (together with the Unaudited Interim Balance Sheet, the “Unaudited Interim Statements”)(the Unaudited Interim Statements, together with the Unaudited 2006 Statements, referred to as the “Unaudited Statements”). The Unaudited Statements are accurate and cash flows of Midwest or such Fiscal Year, complete in all material respects and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position of the Business on a stand-alone basis as of the respective dates thereof and the results of operations and, in the case of the Unaudited 2006 Statements, the cash flows of the Business on a stand-alone basis for the periods indicated covered thereby. The Unaudited Statements have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with throughout the periods covered and include all disclosures required by GAAP. 4.5.2 At or prior periods; (c) as soon as availableto Closing, one copy of any documents filed by Midwest with the Securities Seller shall deliver to Purchaser true and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) complete copies of the Securities Exchange Act unaudited carve-out balance sheet of 1934the Business on a stand-alone basis as of March 31, as amended 2007 (the “Exchange ActUnaudited March Balance Sheet”) except and the related statements of income for the Business on a stand-alone basis for the three month period ended March 31, 2007 (together with the Unaudited March Balance Sheet, the “Unaudited March Statements”). The Unaudited March Statements, when delivered to Purchaser, will be accurate and complete in all material respects and present fairly in all material respects the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary financial position of the Plan Effective Date, Business on a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements stand-alone basis as of the Operative Documents; (e) as soon as possible respective dates thereof and in any event within ten (10) Business Days after any Authorized Officer the results of Midwest obtains (i) knowledge operations of the occurrence Business on a stand-alone basis for the periods covered thereby. The Unaudited March Statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered and include all disclosures required by GAAP. 4.5.3 On or prior to July 31, 2007, Seller shall deliver to Purchaser true and complete copies of the Closing Date Balance Sheet. The Closing Date Balance Sheet, when delivered to Purchaser, will be accurate and complete in all material respects and present fairly in all material respects the financial position of the Business on a stand-alone basis as of the date thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving . The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceconsistent basis.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending Seller has filed with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual SEC audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements for the fiscal year ended December 31, 2016 (the “DaVita Financial Statements”) and has filed with the SEC unaudited condensed consolidated financial statements for the nine months ended September 30, 2017, each of which include segment reporting for the DaVita Medical Group business segment (together with the DaVita Financial Statements, the “SEC Financial Statements”). The SEC Financial Statements, solely to the extent relating to the DaVita Medical Group business segment, present fairly in all material respects the financial position and results of operations of the DaVita Medical Group business segment for the periods indicated covered thereby, and have been prepared in conformity accordance with GAAP GAAP, applied on a basis consistent basis. (b) Prior to the date of this Agreement, true and complete copies of: (i) the unaudited consolidated balance sheet of the Acquired Companies and Related Consolidated Entities as of December 31, 2016, December 31, 2015 and December 31, 2014 and the related unaudited consolidated statements of income and cash flows of the Acquired Companies and Related Consolidated Entities for each of the years then ended (collectively, the “Year-End Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Acquired Companies and Related Consolidated Entities as of September 30, 2017 (such date, the “Balance Sheet Date”) and the related unaudited consolidated statements of income and cash flows of the Acquired Companies and Related Consolidated Entities for the quarter ended on such date (the “Unaudited Financial Statements”), in each case, have been prepared in accordance with prior periods;the Accounting Principles, applied on a consistent basis, in all material respects and have been made available by (or on behalf of) Seller to Buyer. (c) Except as soon set forth on Schedule 3.7, the Year-End Financial Statements and the Unaudited Financial Statements (together, the “Financial Statements”): (i) were derived from the books and records of the Acquired Companies and Related Consolidated Entities, (ii) present fairly, in all material respects, the consolidated financial position of the Acquired Companies and Related Consolidated Entities as availableof the dates thereof and the results of operations and cash flows of the Acquired Companies and Related Consolidated Entities for the periods covered thereby, one copy and (iii) except for the absence of any documents filed by Midwest consolidated statements of comprehensive income, equity, cash flows and notes thereto, were prepared in accordance with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a)Accounting Principles, 13(c)applied on a consistent basis, 14 or 15(d) throughout the periods indicated (or any successor sections) subject, in the case of the Securities Exchange Act Unaudited Financial Statements, to normal and recurring year-end adjustments that are not, individually or in the aggregate, material in amount or nature and the absence of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;notes). (d) within ten (10) Business Days after each anniversary of The accounts receivable and other receivables reflected on the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Financial Statements: (i) knowledge of have been prepared in accordance with the occurrence thereofAccounting Principles, notice of any casualtyapplied on a consistent basis, damage or loss to the Facilityin all material respects, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of have arisen from bona fide transactions in the Ordinary Course, and (Aiii) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) are not subject to any material change valid counterclaims or setoffs other than adjustments and modifications in the termsOrdinary Course and for which adequate reserves have been established in the Financial Statements (to the extent required by the Accounting Principles, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceapplied on a consistent basis).

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty complete copies of (60i) days after the end of each audited consolidated balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Company and the Subsidiaries as of December 31, 2004 and 2003, the end of such Fiscal Quarter and audited consolidated statements of income and cash flows of Midwest the Company and the Subsidiaries for the fiscal year ended December 31, 2004 and the unaudited consolidated statement of income of the Company and the Subsidiaries for the fiscal year ended December 31, 2003 (which will include results for its Consolidated Subsidiariescollectively, the “Financial Statements”) for such Fiscal Quarter and (ii) the unaudited consolidated balance sheet of the Company and the Subsidiaries as of November 30, 2005, (the “Interim Financial Statement Date”) and the related unaudited consolidated statement of income of the Company and the Subsidiaries for the period commencing at from January 1 through November 30, 2005 (the end “Interim Financial Statements”) are attached as Section 3.06(a) of the previous Fiscal Year and ending with the end of such Fiscal Quarter;Disclosure Schedule. (b) as soon as available The Financial Statements, the Interim Financial Statements and the Closing Statement (i) were prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing accordance with the 2013 Fiscal Year, a copy books of account and other financial records of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Company and the Subsidiaries (except as may be indicated in the notes thereto or in Section 3.06(b) of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements Disclosure Schedule) (ii) present fairly in all material respects the consolidated financial position condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods indicated covered thereby and (iii) were prepared in conformity accordance with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) past practices of the Securities Exchange Act of 1934Company and the Subsidiaries, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or clauses (ii) knowledge and (iii) above being subject, in the case of (A) the occurrenceInterim Financial Statements, notice to normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material, and the absence of notes. No financial statements of any cancellation, notice of threatened or potential cancellation or (B) any material change Person other than the Company and the Subsidiaries are required by GAAP to be included in the terms, coverage or amounts consolidated financial statements of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethe Company.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien The (i) audited balance sheet of the Lease Indenture has not been terminated or dischargedCompany at December 31, the Lease Indenture Trustee 2011 and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated related statements of income operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at fiscal year then ended; (ii) the end audited balance sheet of the previous Fiscal Year Company at December 31, 2012 and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated related statements of income operations and cash flows for the fiscal year then ended; and (iii) the unaudited balance sheet of Midwest or such Fiscal Yearthe Company at June 30, 2013 and accompanied by the opinion related statements of KPMG LLP or other internationally recognized independent auditors selected by Midwestoperations and cash flows for the six months then ended, which report shall state that such consolidated financial statements attached hereto as Section 3.7 of the Disclosure Schedule (collectively, the “Financial Statements”), present fairly in all material respects the financial position of the Company as of the dates thereof and the results of operations for the periods indicated period covered thereby (subject, in conformity the case of such unaudited financial statements, to immaterial year-end audit adjustments) and have been prepared in accordance with GAAP applied generally accepted accounting principles (“GAAP”) consistently applied, except for the absence of footnotes not customarily included in such statements. The Company does not have, and the Company does not have reasonable grounds to know of, any liability, contingent or otherwise, over $50,000 not adequately reflected in or reserved against in the aforesaid June 30, 2013 balance sheet, other than liabilities arising in the ordinary course of business since on or after July 1, 2013. Except as set forth in Section 3.7 of the Disclosure Schedule, since June 30, 2013, there has been no: (a) change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a basis consistent with prior periodsMaterial Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) as soon as available, one copy any waiver or compromise by the Company of any documents filed by Midwest with the Securities and Exchange Commission a valuable right or any successor agency pursuant of a material debt owed to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic databaseit; (d) within ten (10) Business Days after each anniversary any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Plan Effective DateCompany, except in the ordinary course of business and the satisfaction or discharge of which would not have a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative DocumentsMaterial Adverse Effect; (e) as soon as possible and in any event within ten material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (Bf) any material change in the termsany compensation arrangement or agreement with any employee, coverage officer, director or amounts stockholder; (g) any resignation or termination of employment of any policy officer or Key Employee of insurance which would the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Intellectual Property Rights; (l) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in such policy deviating from Prudent Industry Practicea Material Adverse Effect; or (m) any arrangement or commitment by the Company to do any of the things described in this Subsection 3.7.

Financial Information. Midwest shall cause to be Buyer has delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: Seller (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestunaudited, consolidated balance sheets sheet of Midwest (which will include results for Parent and its Consolidated Subsidiaries) Subsidiaries as of at December 31, 2007 and 2008, and the end of such Fiscal Quarter and unaudited, consolidated statements of cash flows, income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and stockholders’ equity for the period commencing at the end of the previous Fiscal Year fiscal years then ended and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwestunaudited, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets sheet of Midwest Parent and its Subsidiaries as of at June 30, 2009 and the end of such Fiscal Year and unaudited, consolidated statements of cash flows, income and cash flows stockholders’ equity of Midwest or such Fiscal YearParent and its Subsidiaries for the six-month period then ended (collectively, the “Parent Financial Statements”). Buyer has also delivered to Seller (a) the unaudited, consolidated balance sheet of SilkRoad as at December 31, 2007 and 2008, and accompanied by the opinion unaudited, consolidated statements of KPMG LLP or other internationally recognized independent auditors selected by Midwestcash flows, which report shall state that such income and stockholders’ equity for the fiscal years then ended and (b) the unaudited, consolidated financial balance sheet of SilkRoad as at June 30, 2009 and the unaudited, consolidated statements present fairly of cash flows, income and stockholders’ equity of SilkRoad for the six-month period then ended (collectively, the “SilkRoad Financial Statements,” and together with the Parent Financial Statements, the “Guarantor Financial Statements”). The Guarantor Financial Statements and the notes thereto, if any, (i) are complete and accurate in all material respects and fairly present the financial position condition of each respective Guarantor (and, in the case of Parent, its Subsidiaries) at the respective dates thereof and the results of operations for the periods indicated then ended, and (ii) were prepared in accordance with the books and records of each respective Guarantor (and, in the case of Parent, its Subsidiaries) in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableGAAP, one copy except for the omission of any documents filed by Midwest with footnotes and normal year-end adjustments which are not, individually and in the Securities and Exchange Commission or any successor agency pursuant to Section 13(a)aggregate, 13(c), 14 or 15(d) (or any successor sections) material. None of the Securities Exchange Act of 1934Guarantor Financial Statements contains any material, non-recurring items, except as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceexpressly set forth therein.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Schedule 4.4 contains (a) the audited consolidated balance sheet of such Company Entity and its Subsidiaries as soon of December 31, 2015, and the audited consolidated statements of operations, members’ equity and cash flows for the fiscal year then ended and (b) the unaudited consolidated balance sheet of such Company Entity and its Subsidiaries as available of February 29, 2016, (the “Latest Balance Sheet”) and in any event within sixty the unaudited consolidated statements of operations, members’ equity and cash flows for the two (602) days after month fiscal period then ended (collectively, the end of each “Financial Statements”). The Financial Statements have been derived from the books and records of the first three Fiscal Quarters Company Entities and their Subsidiaries, prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition of each Fiscal Year of Midwestsuch Company Entity and its Subsidiaries, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter date thereof and for the period commencing at covered thereby, subject to changes resulting from normal year-end adjustments and the end absence of footnotes in the previous Fiscal Year and ending with the end case of such Fiscal Quarter;any Financial Statements that are unaudited. (b) The Company Entities and their Subsidiaries maintain adequate internal accounting controls that provide reasonable assurance that transactions are recorded as soon as available and in any event within one-hundred-and-twenty necessary to (120i) days after the end permit accurate preparation of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such their consolidated financial statements present fairly in accordance with GAAP and (ii) to maintain, in all material respects the financial position respects, accurate accountability for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;their assets. (c) as soon as availableNo Company Entity nor any Subsidiary of a Company Entity has any material liabilities, one copy of any documents filed by Midwest with the Securities and Exchange Commission commitments or any successor agency pursuant obligations (absolute, accrued, contingent, unasserted, known, unknown or otherwise) that would be required to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) be reflected on a consolidated balance sheet of the Securities Exchange Act of 1934Company Entities prepared in accordance with GAAP other than liabilities, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities commitments and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains obligations (i) knowledge of disclosed in the occurrence thereofLatest Balance Sheet, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge arising after the date of (A) the occurrenceLatest Balance Sheet in the Ordinary Course of Business consistent with past practice and similar in amount and character to the liabilities, notice of any cancellationcommitments and obligations set forth in the Latest Balance Sheet, notice of threatened or potential cancellation or (Biii) any material change liabilities for future performance in the termsOrdinary Course of Business under any Material Contract or liabilities under this Agreement or any other Transaction Document (other than liabilities as a result of a breach or other default by the Seller, coverage the Company Entities or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicetheir Subsidiaries).

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) True and complete copies of (i) audited balance sheets of the Company as soon as available and at December 31 in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest years 2013 and 2014 (which will include results for its Consolidated Subsidiariesthe “Company Balance Sheets”); and (ii) as of the end of such Fiscal Quarter and consolidated audited statements of income income, changes in stockholders’ equity and cash flows of Midwest (which will include results the Company for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end each of the previous Fiscal Year and ending years then ended, together with the end notes to such financial statements and the report of such Fiscal Quarter;the independent certified public accountants (collectively, the “Company Financial Statements”) have been delivered by the Company to Parent. (b) as soon as available and The Company Financial Statements (i) were prepared in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing accordance with the 2013 Fiscal Year, a copy books of account and other financial records of the annual audited report for such Fiscal Year for MidwestCompany, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements (ii) present fairly in all material respects the financial position condition and results of operations of the Company as of the dates thereof or for the periods indicated covered thereby and (iii) were prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior periods;throughout the periods involved. (c) as soon as availableThe books of account, one copy of any documents filed by Midwest with the Securities minute books, membership record and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) register and other similar books and records of the Securities Exchange Act of 1934Company have been maintained in accordance with good business practice, as amended (the “Exchange Act”) except are complete and correct in all material respects, and there have been no material transactions that are required to the extent that such documents are made publicly available via the Securities be set forth therein and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;which have not been so set forth. (d) within ten (10) Business Days after each anniversary Except as set forth in Schedule 3.05(d), there exist no liabilities or obligations of the Plan Effective DateCompany that are required by GAAP to be disclosed, a certificate from Midwest’s insurers reflected or insurance agents evidencing that reserved against in the insurance policies Company Financial Statements except (i) as disclosed, reflected or reserved against in place satisfy the requirements Company Balance Sheets or as set forth in any section of the Operative Documents;Disclosure Schedule, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2014, (iii) for liabilities and obligations related to, arising under or incurred in connection with this Agreement and the Transactions, and (iv) for liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Except as soon set forth in Schedule 3.05(e), the Company has no liabilities (absolute, accrued, contingent, or otherwise) of a nature required under GAAP, as possible and in any event within ten (10) Business Days after any Authorized Officer effect on the date of Midwest obtains this Agreement, to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, or that is reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect except such (i) knowledge of liabilities or obligations disclosed and provided for in the occurrence thereofCompany Financial Statements or in the notes thereto, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge liabilities arising in the ordinary course of (A) the occurrenceCompany’s business since December 31, notice 2014 in excess of any cancellation$10,000, notice of threatened or potential cancellation or (Biii) any material change liabilities incurred in connection with the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicetransactions contemplated by this Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty (60) days after the end complete copies of each of (i) the first three Fiscal Quarters of each Fiscal Year of Midwest, unaudited consolidated balance sheets sheet of Midwest (which will include results for its Consolidated Subsidiaries) the Company as of December 31, 2006 and December 31, 2007, and the end of such Fiscal Quarter and unaudited consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Company for the period commencing at annual periods ended on December 31, 2006 and December 31, 2007 (collectively, the end “Company Financial Statements”) and (ii) the Reference Balance Sheet and the unaudited consolidated statement of income of the previous Fiscal Year Business for the annual period ended on December 31, 2008 (collectively, the “Business Financial Statements”) have been made available by the Seller to the Purchaser and ending with are set forth on Section 3.06(a) of the end of such Fiscal Quarter;Disclosure Schedule. (b) as soon as available and in any event within one-hundred-and-twenty The Company Financial Statements (120i) days after were properly derived from the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements and accounting records of the Seller, (ii) properly include adjustments for instances where the adjustments were material to the Company but were not material for the Seller’s financial statements, (iii) can properly be reconciled with the books and records of the Company, (iv) present fairly in all material respects the consolidated financial position position, results of operations and cash flows of the Company as of the dates thereof and for the periods indicated covered thereby and (v) were prepared in conformity accordance with GAAP applied on a basis consistent with prior periods;GAAP, consistently applied. (c) The Business Financial Statements (i) were properly derived from the audited financial statements of Seller (in each case, as soon as availablesuch audited financial statements were included in the Seller’s Annual Report on Form 10-K, one copy of any documents filed by Midwest the Seller with the US Securities and Exchange Commission or any successor agency pursuant to Section 13(afor the applicable fiscal year of the Seller), 13(c(ii) were prepared in accordance with the books of account and other financial records of the Xxxxxx Entities (except as may be indicated in the notes thereto), 14 or 15(d(iii) (or any successor sections) can properly be reconciled with the books and records of the Securities Exchange Act Xxxxxx Entities and (iv) present fairly in all material respects the consolidated financial position and results of 1934operations of the Business, as amended of the dates thereof or for the periods covered thereby and (the “Exchange Act”v) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Datawere prepared in accordance with GAAP, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;consistently applied. (d) within ten (10) Business Days after each anniversary of the Plan Effective DateThe 2008 Company Financial Statements, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains when prepared, (i) knowledge shall be properly derived from the consolidated financial statements and accounting records of the occurrence thereofSeller, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge shall properly include adjustments for instances where the adjustments were material to the Company but were not material for the Seller’s financial statements, (iii) shall be able to be properly reconciled with the books and records of the Company and (Aiv) shall present fairly in all material respects the occurrenceconsolidated financial position, notice results of any cancellationoperations and cash flows of the Company as of the dates thereof and for the periods covered thereby and (v) will be prepared in accordance with GAAP, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceconsistently applied.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Section 7.06 of the Seller Disclosure Letter sets forth (i) the unaudited balance sheet of the Customer Care Business as soon as available of December 31, 2012; and (ii) the unaudited statement of income of the Customer Care Business for the year ended December 31, 2012 (the financial statements described in clauses (i) and (ii), collectively, the “Financial Statements”). The Financial Statements have been prepared (x) from the books and records of Seller, (y) in accordance with Seller’s Accounting Policies and Practices and in any event within sixty all material respects in accordance with U.S. GAAP consistently applied and (60z) days after on the end of each basis described in clause (y), present fairly, in all material respects, the financial position of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Customer Care Business on a pre-tax basis as of its date and the end results of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Customer Care Business’s operations on a pre-tax basis for the period commencing at covered thereby (subject to normal year-end audit adjustments (which would not be expected to be material) and the end absence of footnote disclosure and other presentation items that may be required by U.S. GAAP). The allocation of any expenses shared by the previous Fiscal Year Customer Care Business and ending with Seller’s other businesses was made on a reasonable basis, and such allocation is accurately reflected on the end of such Fiscal Quarter;Financial Statements. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy As of the annual audited report for such Fiscal Year for Midwestdate of this Agreement, including therein consolidated the Selling Companies have no material liabilities that would constitute an Assumed Liability and that would be required to be reflected or reserved against in a balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position sheet for the periods indicated Customer Care Business under U.S. GAAP, other than those (i) liabilities that are disclosed, reflected or reserved against in conformity with GAAP applied on a basis consistent with prior periods; the unaudited balance sheet (c) as soon as available, one copy of any documents filed by Midwest with including the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsnotes thereto) of the Securities Exchange Act Customer Care Business as of 1934December 31, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary 2012 set forth in Section 7.06 of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible Seller Disclosure Letter and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change liabilities incurred in the terms, coverage or amounts ordinary course of any policy business consistent with past practices since the date of insurance which would result in such policy deviating from Prudent Industry Practicebalance sheet.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available SCHEDULE 2.7A sets forth true, complete and correct copies of (i) the Company's audited financial statements at and for the years ended December 31, 1997 and 1996 (the "ANNUAL STATEMENTS"), (ii) the Company's unaudited financial statements at and for the quarter ended March 31, 1998 and at and for the month ended April 30, 1998 (the "INTERIM STATEMENTS"), (iii) when delivered, the Company's audited financial statements for the First Quarter and the reviewed financial statements for the April 1998 Period (collectively, the "AUDITED INTERIM STATEMENTS"), and (iv) all management letters, management representation letters and attorney audit response letters issued in any event within sixty (60) days after connection with the end of each Annual Statements and the Audited Interim Statements. Each of the first three Fiscal Quarters Annual Statements, Interim Statements and Audited Interim Statements has been prepared, or when provided will have been prepared, in accordance with GAAP consistently applied (except for the absence of each Fiscal Year footnotes, in the case of Midwestthe Company's unaudited financial statements). To the extent of any conflict between GAAP and the consistency of application of accounting principles with respect to any financial statements or other information concerning the Company provided hereby, consolidated balance sheets GAAP has been applied and will govern any conflict. SCHEDULE 2.7B reflects all contingencies that, whether or not required to be disclosed or booked in accordance with GAAP, in all reasonable likelihood may have a financial impact on the financial statements referred to in SCHEDULE 2.7A. The Annual Statements were audited, and the Audited Interim Statements when provided, will have been audited or reviewed, as the case may be, by Coopers & Xxxxxxx LLP (without qualification or exceptions). Each of Midwest (which the Annual Statements and the Interim Statements present fairly and accurately, and the Audited Interim Statements when provided will include results for its Consolidated Subsidiaries) present fairly and accurately, the financial position of the Company as of its date, and the end earnings, changes in stockholders' equity and cash flows thereof for the periods then ended. Each balance sheet contained therein or delivered pursuant hereto fully sets forth all consolidated Assets and Liabilities of such Fiscal Quarter the Company existing as of its date which, under GAAP, should be set forth therein, and consolidated statements each statement of earnings contained therein or delivered pursuant hereto sets forth the items of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end expense of the previous Fiscal Year and ending Company which should be set forth therein in accordance with the end of such Fiscal Quarter;GAAP. (b) as soon as available All financial, business and in any event within one-hundred-and-twenty (120) days after accounting books, ledgers, accounts and official and other records relating to the end of each Fiscal Year of MidwestCompany have been properly and accurately kept and completed, commencing with the 2013 Fiscal Yearand there are no inaccuracies or discrepancies contained or reflected therein. There are no records, a copy systems, Contracts, data or information of the annual audited report for such Fiscal Year for MidwestCompany, recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including therein consolidated balance sheets of Midwest as of any electronic, mechanical or photographic process, whether computerized or not) which are not under the end of such Fiscal Year Company's exclusive ownership and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;direct control. (c) Any items of income or expense which are unusual or of a non-recurring nature, except as soon as availableprovided in SCHEDULE 2.7B, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change separately disclosed in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicefinancial statements.

Financial Information. Midwest shall cause to be (a) The Sellers have delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for Purchaser audited consolidated balance sheets of MEC BV as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end last day of each of the first three Fiscal Quarters of each Fiscal Year of Midwesttwo (2) financial years ended on December 31, consolidated balance sheets of Midwest 2003 (which will include results for its Consolidated Subsidiariesthe "Balance Sheet Date") as of and the end of such Fiscal Quarter and audited consolidated statements of income income, cash flows and stockholders' equity of MEC BV for each of the three (3) financial years ended on December 31, 2003 together with the notes thereto (collectively, the "BV Financial Statements") and the report thereon of PricewaterhouseCoopers LLP, independent certified public accountants. Such BV Financial Statements fairly present the financial condition and the results of operations and cash flows of Midwest (which will include results for MEC BV and its Consolidated Subsidiaries) for such Fiscal Quarter Subsidiaries on a consolidated basis as at the respective dates and for the period commencing at periods referred to in such BV Financial Statements, all in accordance with US GAAP applied consistently through the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;referenced periods. (b) as soon as available Set forth in the EME Disclosure Schedule is a complete and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy accurate list of the annual most recent audited report financial statements for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as each of the end Project Operating Companies identified in Schedule 2.5. All such financial statements ("Project Financial Statements") have been made available to the Purchaser by posting to Intralinks or otherwise. Each of such Fiscal Year the Project Financial Statements for a Project Operating Company fairly present the financial condition and consolidated statements the results of income operations and cash flows of Midwest or such Fiscal Year, the Project Operating Company to which it relates as at the respective dates and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated referred to in conformity such Project Financial Statements, all in accordance with US GAAP or Local GAAP, as stated therein, applied on a basis consistent with prior consistently through the referenced periods;. (c) Set forth in the EME Disclosure Schedule is a list of certain financial schedules that have been posted to Intralinks for certain Acquired Holding Companies that are not Project Operating Companies (each, an "Acquired Company Financial Schedule"), which Acquired Company Financial Schedules represent the unconsolidated financial position and results of operations as soon as availableof April 30, one copy of any documents filed by Midwest 2004. The Acquired Company Financial Schedules for such Acquired Holding Companies were derived from and are materially in accordance with the Securities internal books and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) records of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeAcquired Holding Companies.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Section 3.5(a) days after the end of each of the first three Fiscal Quarters Disclosure Schedule contains true and correct copies of each Fiscal Year of Midwest, (i) the audited consolidated balance sheets of Midwest the Seller and its Subsidiaries as of January 28, 2017, February 3, 2018 and February 2, 2019, the related audited consolidated statements of operations, cash flows and stockholders’ equity of the Seller and its Subsidiaries for the fiscal years ended as of such dates, and the audited summary of segment data for the Seller’s Sears Outlet reporting segment (which will include the “Outlet Segment”) for the fiscal years ended as of January 28, 2017, February 3, 2018 and February 2, 2019 (collectively, the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of the Seller and its Subsidiaries as of May 4, 2019, the related unaudited consolidated statements of operations, cash flows and stockholders’ equity of the Seller and its Subsidiaries for the thirteen-week period ended as of such date, and the unaudited summary of segment data for the Outlet Segment for the thirteen-week period ended as of such date (the “10-Q Financial Statements”), and (iii) the unaudited balance sheet of the Business as of May 4, 2019 (the “Interim Financial Statements” and, together with the Audited Financial Statements and the 10-Q Financial Statements, the “Financial Statements”). The Financial Statements (A) were prepared from and in accordance with the books of account and other financial records of the Seller and its Subsidiaries (except as may be indicated in the notes thereto), (B) in the case of the Audited Financial Statements and the 10-Q Financial Statements only, comply in all material respects with the rules and regulations of the SEC with respect thereto, and present fairly in all material respects (x) the consolidated financial condition and the consolidated results for of operations, cash flows and changes in stockholders’ equity of the Seller and its Consolidated SubsidiariesSubsidiaries and (y) the results of operations of the Outlet Segment, in each case, as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and dates thereof or for the period commencing at periods covered thereby, (C) were prepared in accordance with GAAP consistently applied throughout the end periods indicated (except as indicated in the related notes thereto), and (D) in the case of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of MidwestInterim Financial Statements only, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the assets and liabilities of the Business as of May 4, 2019; provided that, in the case of clauses (C) and (D), (x) the 10-Q Financial Statements and the Interim Financial Statements are subject to normal recurring year-end adjustments not material in nature or amount, individually or in the aggregate, and as permitted by the rules and regulations of the SEC and, in the case of the Interim Financials only, the absence of notes and (y) the Interim Financial Statements are presented on a carve-out basis to include the historical financial position for of the periods indicated Business on a standalone basis, and any and all allocations made with respect to assets and liabilities not solely related to the Business are made on a reasonable basis. (b) The books and records of the Seller and its Subsidiaries have been maintained in material compliance with applicable legal and accounting requirements (including GAAP), and such records accurately reflect, in all material respects, all transactions in respect of the conduct of the Business. (c) The Seller and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that, with respect to the Business, (i) transactions are executed in accordance with the board of directors’ or board of managers’ (or equivalent governing body’s) general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied on (except as otherwise provided in Section 3.5(a)), (iii) the recorded accountability for assets are compared with the existing assets at reasonable intervals so that appropriate action can be taken with respect to any differences, and (iv) the obligations of the Seller and its Subsidiaries are satisfied in a basis consistent with prior periods; (c) timely manner and as soon as available, one copy required under the terms of any documents filed by Midwest with applicable Contract. Such internal accounting controls provide reasonable assurance regarding the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) reliability of the Securities Exchange Act of 1934, Seller’s and its Subsidiaries’ financial reporting (including as amended (required by Rule 13a-15 under the “Exchange Act”) except and the preparation of Seller’s and its Subsidiaries’ consolidated financial statements with respect to the Business for external purposes in accordance with GAAP. Since January 31, 2016, to the extent related to the Business, the Seller’s principal executive officer and its principal financial officer have disclosed to the Seller’s auditors and the audit committee of the Seller’s Board of Directors (A) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Seller’s ability to record, process, summarize and report financial information, and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Seller’s and its Subsidiaries’ internal controls and the Seller has made available to the Purchaser copies of any such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;disclosure. (d) within ten (10) Business Days after each anniversary All outstanding accounts receivable, bills receivable and trade accounts of the Plan Effective Date, a certificate Seller and its Subsidiaries relating to the Business have resulted from Midwest’s insurers or insurance agents evidencing that bona fide arm’s-length transactions in the insurance policies in place satisfy the requirements ordinary course of business. Except as set forth on Section 3.5(d) of the Operative Documents;Disclosure Schedule, no defense, set-off or counterclaim has been asserted since February 2, 2019 with respect to any such receivable and no such receivable is past due more than ninety (90) days. (e) as soon as possible and in any event within ten (10Section 3.5(e)(i) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice Disclosure Schedule sets forth a list of any casualtyand all Contracts pursuant to which guarantees (including of performance under Contracts included in the Purchased Assets, damage letters of credit or loss other credit arrangements, including surety and performance bonds) were issued by, or for the account of, the Seller and/or any of its Subsidiaries to support or facilitate transactions or obligations of the FacilityBusiness (collectively, whether or not insured, through fire, theft, other hazard or casualty, involving the “Credit Support Arrangements”) and the amount of each Credit Support Arrangement. Section 3.5(e)(ii) of the Disclosure Schedule sets forth a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice list of any cancellation, notice and all Contracts pursuant to which guarantees (including of threatened or potential cancellation or (B) any material change performance under Contracts included in the termsPurchased Assets, coverage letters of credit or amounts other credit arrangements, including surety and performance bonds) were issued by any Transferred Entity for the benefit of the Seller and/or any policy of insurance which would result in its Subsidiaries (other than the Transferred Entities) or to support or facilitate transactions or obligations of the businesses of the Seller and/or its Subsidiaries (other than the Business and the Transferred Entities) and the amount of each such policy deviating from Prudent Industry Practicearrangement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Set forth on Section 4.04(a) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of Seller Disclosure Schedules are the end of such Fiscal Quarter and consolidated unaudited statements of income of the Business as operated in the U.S. and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and Canada, for the period commencing at fiscal years ended September 27, 2015, October 2, 2016 and October 1, 2017 (the end NA Financial Statements). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (as attached thereto), the NA Financial Statements present fairly, in all material respects, the results of operation of the previous Fiscal Year Business for the respective periods covered thereby. The NA Financial Statements were derived, in all material respects, from the books and ending records of Seller and its Affiliates, which books and records have been maintained in accordance with reasonable business practices for the end purpose of such Fiscal Quarter;being consolidated into the Seller’s consolidated financial statements for the respective periods that were prepared in accordance with GAAP. (b) as soon as available and in any event within one-hundred-and-twenty (120Set forth on Section 4.04(b) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of Seller Disclosure Schedules are the end of such Fiscal Year and consolidated unaudited statements of income of the Business as operated in all jurisdictions other than the U.S. and cash flows Canada for the fiscal years ended September 27, 2015, October 2, 2016 and October 1, 2017 (the ROW Financial Statements and, together with the NA Financial Statements, the Financial Statements). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (as attached thereto), the ROW Financial Statements present fairly, in all material respects, the results of Midwest or such Fiscal Yearoperation of the Business for the respective periods covered thereby. The ROW Financial Statements were derived, in all material respects, from the books and accompanied by the opinion records of KPMG LLP or other internationally recognized independent auditors selected by MidwestSeller and its Affiliates, which report shall state that such books and records have been maintained in accordance with reasonable business practices for the purpose of being consolidated into the Seller’s consolidated financial statements present fairly in all material respects the financial position for the respective periods indicated that were prepared in conformity accordance with GAAP applied on a basis consistent with prior periods;GAAP. (c) as soon as availableThe Business does not have any liabilities except: (i) liabilities that are Assumed Liabilities, one copy (ii) liabilities that have arisen since October 1, 2017 in the ordinary course of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to business; (iii) liabilities disclosed on Section 13(a), 13(c), 14 or 15(d) (or any successor sections4.04(c) of the Securities Exchange Act of 1934Seller Disclosure Schedules; and (iv) liabilities which would not, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) individually or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the termsaggregate, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicereasonably be expected to have a Material Adverse Effect.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Schedule 2.08A sets forth a true and in any event within sixty (60) days after the end complete list of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC since January 1, 1999 (the "Company SEC Documents"), including, without limitation, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "Company 10-K"). As of their respective dates: (i) the Company SEC Documents complied in all material respects with the requirements of the first three Fiscal Quarters of each Fiscal Year of MidwestSecurities Act or the Exchange Act, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as the case may be, and the rules and regulations of the end of SEC thereunder applicable to such Fiscal Quarter Company SEC Documents, and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiariesii) for such Fiscal Quarter and for the period commencing at the end none of the previous Fiscal Year and ending with Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the end statements therein, in light of such Fiscal Quarter;the circumstances under which they were made, not materially misleading. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy The financial statements of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Company included in the Company SEC Documents complied as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly to form in all material respects with the financial position for published rules and regulations of the periods indicated SEC with respect thereto, were prepared in conformity accordance with GAAP applied on a consistent basis consistent during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in accordance with prior periods;applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of the Company and its consolidated Subsidiaries as at their respective dates and the consolidated results of operations and the consolidated cash flows of the Company for the periods then ended. (c) as soon as available, one copy of any documents filed by Midwest with the Securities The Company has delivered to Purchaser correct and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) complete copies of the Securities Exchange Act audited consolidated balance sheets of 1934the Company and its consolidated Subsidiaries as at December 31, as amended 2001, and the audited related consolidated statements of operations, cash flows and changes in shareholders' equity for the twelve-month period then ended and the notes thereto, together with a report thereon by Wiss & Company LLP (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains "Audited Financial Statements"). The Audited Financial Statements: (i) knowledge are in accordance with the books and records of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or Company and its Subsidiaries; (ii) knowledge of have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change except as may be indicated in the termsnotes thereto); and (iii) fairly present in accordance with applicable requirements of GAAP the consolidated balance sheets of the Company and its consolidated Subsidiaries as at their respective dates and the consolidated statements of operations, coverage or amounts of any policy of insurance which would result cash flows and changes in such policy deviating from Prudent Industry Practiceshareholders' equity for the period then ended.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty (60) days after the end of each complete copies of the first three Fiscal Quarters Spinco Financial Statements have been made available by TDCC to Parent and are set forth on Section 1.01(f)(i) of each Fiscal Year the TDCC Disclosure Letter. (b) The Spinco Financial Statements, subject to the notes thereto, (i) present fairly, in all material respects, the combined financial position of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Business as of the end dates thereof and the results of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Business for the period commencing at periods covered thereby; and (ii) were prepared in accordance with GAAP, consistently applied during the end periods covered thereby. (c) Except as set forth in the Spinco Financial Statements or the notes thereto, and except as specifically contemplated by this Agreement or the other Transaction Documents, since December 31, 2014, the Dow Entities and the Transferred Subsidiaries have not incurred any Liabilities that will be liabilities of the previous Fiscal Year Transferred Subsidiaries as an Assumed Liability pursuant to the Separation Agreement and ending that are of a nature that would be required to be disclosed on a combined balance sheet of the Business or in the notes thereto prepared in conformity with GAAP, other than Liabilities incurred in the end ordinary course of such Fiscal Quarter;business or Liabilities that would not have a Spinco Material Adverse Effect. (bd) as soon as available True and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy complete copies of the annual audited report for such Fiscal Year for MidwestJV Entity Financial Statements have been made available by TDCC to Parent. (e) The JV Entity Financial Statements (i) present fairly, including therein consolidated balance sheets in all material respects, the financial position of Midwest the JV Entity as of the end date thereof and the results of such Fiscal Year and consolidated statements of income operations and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position JV Entity for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; covered thereby (c) as soon as available, one copy subject to normal year-end adjustments and the absence of any documents filed by Midwest with the Securities notes); and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of were prepared in accordance with GAAP. (Af) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change Except as set forth in the termsJV Entity Financial Statements, coverage and except as specifically contemplated by this Agreement or amounts the other Transaction Documents, since December 31, 2014, the JV Entity has not incurred any Liabilities that are of any policy a nature that would be required to be disclosed on a balance sheet of insurance which the JV Entity, other than Liabilities incurred in the ordinary course of business or Liabilities that would result in such policy deviating from Prudent Industry Practicenot have a Spinco Material Adverse Effect.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty Sellers have delivered their unaudited financial statements to Purchaser including: (60i) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, unaudited consolidated balance sheets of Midwest as at December 31, 2002 and 2003 and September 30, 2004 and (which will include results for its Consolidated Subsidiariesii) as of the end of such Fiscal Quarter and unaudited consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for each of, in the period commencing at the end case of the previous Fiscal Year statements dated December 31, 2002 and ending 2003, the fiscal years then ended (the “Annual Financial Statements”), and in the case of the statement ended September 30, 2004, the nine months then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Schedule 5.11(a) of the Disclosure Schedule, the Financial Statements were prepared in accordance with GAAP and, except for footnote disclosure and normal year-end audit adjustments that are not material in amount, fairly present, in all material respects, the financial condition and results of such Fiscal Quarter;operations of the Business as of the respective dates thereof. (b) as soon as available The New Inventory consists of items of a quality and quantity usable and saleable in any event within one-hundred-and-twenty (120) days after the end usual and ordinary course of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy business of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearBusiness, and accompanied is reflected in the Financial Statements with adequate provision for obsolete, outdated, unsaleable, unusable or damaged items. To Sellers’ knowledge, the New Inventory meets applicable design and manufacturing specifications and complies with any and all warranties customarily given to customers with respect thereto. Such New Inventory is capable of being installed into customers’ systems at ordinary costs and by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis ordinary procedures consistent with prior periods;Sellers’ past practices without voiding any vendor warranties. (c) Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsset forth on Schedule 5.11(c) of the Securities Exchange Act Disclosure Schedule, all existing accounts receivable of 1934Sellers (including those accounts receivable reflected on the Interim Financial Statements that have not yet been collected and those accounts receivable that have arisen since the Interim Financial Statements and have not yet been collected) represent valid obligations of customers of Sellers arising from bona fide transactions entered into in the ordinary course of business, as amended (the “Exchange Act”) except and, to the extent that such documents Sellers’ knowledge, there are made publicly available via the Securities no defenses, counterclaims or asserted right of set-off to any accounts receivable other than immaterial offsets or counterclaims in an individual amount of not more than $500.00 and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;an aggregate amount of no more than $10,000. (d) within ten Sellers’ Performing RMR and Third Party Monitoring RMR (10as defined herein, assuming each of Defaulting RMR and Terminated RMR is $0.00 and calculated in accordance with the same methodology used to prepare Schedule 2.5(c)) Business Days after each anniversary as of the Plan Effective DateOctober 20, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;2004 was not less than $1,007,518.27 and $7,032.04, respectively. (e) as soon as possible and in There are no Liabilities of any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Seller that constitute Assumed Liabilities hereunder other than those that (i) knowledge of are specified in the occurrence thereofFinancial Statements, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge are incurred in the ordinary course of (A) the occurrenceoperation of the Business consistent with past practice since September 30, notice of any cancellation, notice of threatened or potential cancellation 2004 or (Biii) any material change in are set forth on Schedule 5.11(e) of the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeDisclosure Schedule hereto.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available The Initial Financial Statements (i) present fairly, in all material respects, the combined financial position and in any event within sixty (60) days after the end results of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest (which will include results for the Parent’s predecessor and its Consolidated Subsidiaries) Subsidiaries on a consolidated basis as of such dates and for such Fiscal Quarter periods in conformity with GAAP and for (ii) show, to the period commencing at the end extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the previous Fiscal Year Parent’s predecessor and ending with its Subsidiaries as of the end of such Fiscal Quarter;date thereof, including liabilities for taxes, material commitments and Debt. (b) as soon as available and The Pro Forma Financial Statements were prepared in any event within one-hundred-and-twenty (120) days after good faith on the end basis of each Fiscal Year of Midwestassumptions, commencing with data, information, tests or conditions believed to be reasonable at the 2013 Fiscal Year, a copy of the annual audited report for time such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements Pro Forma Financial Statements were furnished. The Pro Forma Financial Statements fairly present fairly in all material respects the financial position for of the periods indicated Parent and its Subsidiaries on a consolidated basis as of date thereof and after giving effect to the Transactions and were prepared in conformity a manner consistent with GAAP applied on a basis consistent with prior periods;(except as otherwise noted therein) consistently applied. (c) as soon as available, one copy of any documents filed by Midwest with The financial information delivered to the Securities and Exchange Commission or any successor agency Lenders pursuant to Section 13(aSections 6.01(a) and (b) (i) fairly presents, in all material respects, in conformity with GAAP, the financial position of the Parent and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), 13(c)and (ii) shows, 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that required by GAAP and together with all footnotes to such documents are made publicly available via financial statements, all material indebtedness and other liabilities, direct or contingent, of the Securities Parent and Exchange Commission’s Electronic Dataits Subsidiaries as of the date thereof, Gatheringincluding liabilities for taxes, Analysis material commitments and Retrieval (XXXXX) or similar public electronic database;Debt. (d) within ten (10) Business Days after each anniversary Since the later of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements date of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereofDecember 31, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more 2015 or (ii) knowledge of (A) the occurrencemost recent audited financial statements delivered pursuant to Section 6.01(a)(i), notice of any cancellationthere has been no event or circumstance, notice of threatened either individually or potential cancellation or (B) any material change in the termsaggregate, coverage that has had or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicecould reasonably be expected to have a Material Adverse Effect.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after Company has furnished Purchaser with the end of each audited balance sheet of the first three Fiscal Quarters Company as at December 31, 2011 (the “Balance Sheet Date”) and as at December 31, 2010, and the related audited statements of each Fiscal Year operations, stockholders’ equity and cash flows for the fiscal years ended December 31, 2011 and December 31, 2010, all certified by the Company’s accountants, and the unaudited balance sheet of Midwestthe Company as at September 30, 2012 and the related unaudited consolidated statements of operations and cash flows for the nine (9) months ended September 30, 2012. The financial statements referred to above, including the footnotes thereto (collectively, the “Financial Statements”) are attached hereto as Schedule 5.11 and, except as described therein or on Schedule 5.11, have been prepared in accordance with GAAP (except, in the case of the unaudited financial statements, for the absence of notes thereto and subject to year-end adjustments and as otherwise described therein). The audited balance sheets of Midwest (which will include results for its Consolidated Subsidiariesthe Company referred to in Section 5.11(a) as fairly presents, in all material respects, the financial position of the end of such Fiscal Quarter Company as at December 31, 2011 and consolidated as at December 31, 2010 and the related statements of income operations, stockholders’ equity and cash flows fairly present, in all material respects, the results of the operations, stockholders’ equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Company for the period commencing at the end of the previous Fiscal Year fiscal years ended December 31, 2011 and ending with the end of such Fiscal Quarter;December 31, 2010. (b) as soon as available and The Company does not have any Liabilities that are required to be set forth on an audited balance sheet prepared in any event within one-hundred-and-twenty accordance with GAAP, except (120i) days after Liabilities reflected on the end Financial Statements, (ii) Liabilities incurred in the ordinary course of each Fiscal Year of Midwest, commencing with business since the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearBalance Sheet Date, and accompanied by (iii) Liabilities arising from performance obligations under any Contract. (c) Except as set forth on Schedule 5.11, during the opinion period from the Balance Sheet Date to the date of KPMG LLP or other internationally recognized independent auditors selected by Midwestthis Agreement, which report shall state that such consolidated financial statements present fairly (i) the business of Company has been conducted in all material respects in the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availableordinary course, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) Company has not materially increased the occurrence, notice compensation of any cancellationofficer or granted any general salary or benefits increase to their respective employees, notice other than in the ordinary course of threatened business, (iii) Company has not acquired any business or potential cancellation Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing, (Biv) Company has not sold, leased or otherwise disposed of any of its properties or assets that are material to its business and (v) there has been no material change by Company in the termsaccounting principles, coverage practices or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicemethods except as required by Law or GAAP.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) At Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by March 31, 2015 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and prepared on a “predecessor” basis (together with a Narrative Report for such period and an unqualified report thereon of Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) as of and for the year ending December 31, 2014 (such audited combined financial statements together with any reports related thereto, the “Audited 2014 Financial Statements”), (ii) unless the Closing has occurred prior to May 12, 2015, deliver to Buyer as soon as available reasonably practicable but in any event no later than May 15, 2015 unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three months ended March 31, 2015 and the three months ended March 31, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), (iii) unless the Closing has occurred prior to August 8, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than August 14, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and six months ended June 30, 2015 and the three and six months ended June 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), and (iv) unless the Closing has occurred prior to November 7, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than November 13, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) (together with such interim consolidated financial statements delivered pursuant to clauses (ii) and (iii) above, the “Interim 2015 Financial Statements”); provided, however, that if the Closing has not occurred (A) prior to February 29, 2016, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than March 30, 2016 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) of the Transferred Business for the year ending December 31, 2015 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) or (B) with respect to any fiscal quarter of Seller ending after December 31, 2015, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than the date that is 45 days after the end of any such fiscal quarter (provided that such date is prior to the Closing Date) unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the applicable fiscal period of 2015 on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and prepared on a “predecessor” basis (together with a Narrative Report for such period) (the financial statements referred to in subclauses (A) and (B) of this sentence, together with the Audited 2014 Financial Statements and the Interim 2015 Financial Statements, the “Financial Statements”). If requested by Buyer in writing either prior to the Closing Date or following the Closing Date for a period of one year, Seller shall, as promptly as practicable (and in any event within sixty fifteen (6015) days after Business Days) and at Buyer’s expense, deliver to Buyer any required adjustments and/or supporting documentation relating to the end of each of Newco Financial Statements and/or the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Financial Statements as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending Buyer may reasonably require in connection with the end of such Fiscal Quarter;Financing or with its reporting obligations under the Securities Act and the Exchange Act. (b) To the extent the Financial Statements provided above do not include transaction(s) contemplated by the Pre-Closing Reorganization, Seller will prepare, at its expense, a schedule that shows the pro forma effects of the Pre-Closing Reorganization and reconciles any applicable adjustments to the related Financial Statements as soon as available a result of the Pre-Closing Reorganization. To the extent pro forma Financial Statements are prepared, Ernst & Young LLP will be engaged, at Buyer’s expense, to perform procedures and in any event within one-hundred-and-twenty deliver a report on such procedures to Buyer. Seller shall deliver the applicable pro forma schedule to Buyer no later than seven (1207) days after following the end of each Fiscal Year of Midwest, commencing with date that Seller delivers the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;corresponding Financial Statements pursuant to Section 6.18(a). (c) Following the Closing Date for a period of one year, Seller shall, at Buyer’s expense, provide Buyer with such financial information, on a historical basis, in compliance with Regulation S-X and prepared on a “predecessor” basis, from and after January 1, 2014 through the Closing for which quarterly financial statements were not previously provided to Buyer as soon as available, one copy of any documents filed by Midwest Buyer may reasonably request with respect to the Transferred Business in connection with its reporting obligations under the Securities Act and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to The Shareholders have previously furnished Parent with true and complete copies of the Owner Trusteebalance sheets of the Company and its Subsidiaries as of December 31, the Owner Lessor1996 and December 31, the Owner Participant1995, and the related statements of income, retained earnings and cash flows for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters years in the period ended December 31, 1996, together with the report of each Fiscal Year Philxxxx, Goodxxx & Xo., the independent accountants of Midwestthe Company, with respect to such financial statements. Such financial statements have been prepared in conformity with Generally Accepted Accounting Principals ("GAAP") consistently applied and, to the knowledge of the Shareholders and the Company, present fairly the financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the respective periods then ended. The Shareholders have also previously furnished the Parent with a copy of the unaudited monthly balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Company as of the end last day of such Fiscal Quarter each month from January through June 1997, and consolidated statements the related monthly unaudited statement of income income, retained earnings and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter the Company with respect to each month from January through June 1997 certified by the chief executive officer and for the period commencing at the end chief accounting officer of the previous Fiscal Year Company (including such certificates, the "Unaudited Monthly Financial Statements"). To the knowledge of Shareholders and ending with the end of Company, such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated have been prepared in conformity with GAAP consistently applied on a basis consistent with prior periods; (c) as soon as available, one copy and present fairly the financial position and results of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) operations of the Securities Exchange Act Company and its consolidated Subsidiaries as of 1934and for the subject periods, except for normal recurring year-end adjustments and except for the absence of footnotes. The Company and its Subsidiaries do not have any liabilities or obligations of a type which should be included in or reflected as amended (the “Exchange Act”) such in financial statements prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) disclosed or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result reflected in such policy deviating from Prudent Industry Practicefinancial statements. Collectively, the financial statements described in this Section 2.2(g) are the "Company Financial Statements."

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty complete copies of (60i) days after the end of each audited consolidated balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, Company and its consolidated balance sheets of Midwest (which will include results Subsidiaries for its Consolidated Subsidiaries) the fiscal years ended as of July 31, 2006, July 31, 2007 and July 31, 2008, and the end of such Fiscal Quarter and related audited consolidated statements of income and cash flows of Midwest (which will include results for the Company and its Consolidated Subsidiaries) for such Fiscal Quarter consolidated Subsidiaries and for the period commencing at the end notes to each of the previous Fiscal Year foregoing (collectively, the “Financial Statements”) and ending with (ii) the end unaudited consolidated balance sheet of such Fiscal Quarter;the Company and its consolidated Subsidiaries (other than Stock Loan Services, LLC and the remainder of the Construction Loan Business), as of March 31, 2009, and the related unaudited consolidated statements of income (the “Interim Financial Statements”) are set forth in Section 3.07(a) of the Disclosure Schedules. (b) The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company and its consolidated Subsidiaries (except as soon as available may be indicated in the notes thereto or in Section 3.07(b) of the Disclosure Schedule and except that the Interim Financial Statements do not include Stock Loan Services, LLC), (ii) were prepared, in the case of the Financial Statements, in accordance with GAAP, and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy case of the annual audited report for such Fiscal Year for MidwestInterim Financial Statements using the principles and accounting conventions of IFRS, including therein consolidated balance sheets of Midwest in each case applied on a consistent basis throughout the periods involved except as may be indicated in the notes thereto or in Section 3.07(b) of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearDisclosure Schedule, and accompanied by (iii) the opinion Financial Statements and the Interim Financial Statements (subject, in the case of KPMG LLP the Interim Financial Statements, to normal recurring year-end adjustments, the effect of which are not, individually or other internationally recognized independent auditors selected by Midwestin the aggregate, which report shall state that such consolidated financial statements material) present fairly in all material respects the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries (other than, in the case of the Interim Financial Statements, Stock Loan Services, LLC and the remainder of the Construction Loan Business)) as of the respective dates thereof or for the periods covered thereby, in the case of the Financial Statements, in accordance with GAAP and, in the case of the Interim Financial Statements, using the principles and accounting conventions, but not the presentation and disclosure requirements, of IFRS (except as indicated in conformity the notes thereto or in Section 3.07(b) of the Disclosure Schedule). The segment reporting of the Construction Loan Business in the Financial Statements contain all of the revenues and expenses and assets and liabilities as determined in accordance with GAAP directly associated with the Construction Loan Business. Since March 31, 2009, the Company has not incurred any long-term liability that would be required to be disclosed in the financial statements of the Company or the footnotes thereto using the principles and accounting conventions of IFRS applied on a basis consistent with prior periods;basis. (c) as soon as availableAll accounts, one copy of any documents filed by Midwest with notes receivable and other receivables (other than receivables related to the Securities Construction Loan Business and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(dthe Affiliate Loans) (or any successor sections) of reflected in the Securities Exchange Act of 1934, as amended Financial Statements and Interim Financial Statements (the “Exchange ActReceivables”) except to have arisen out of bona fide sales and deliveries of goods, performance of services and other transactions in the extent that such documents ordinary course of the business in conformity in all material respects with the applicable purchase orders, agreements and specifications and are made publicly available via valid, bona fide claims against debtors for sales or other charges, and are presented in accordance with GAAP in the Securities case of the Financial Statements, and Exchange Commission’s Electronic DataIFRS in the case of the Interim Financial Statements, Gatheringas of July 31, Analysis 2008 and Retrieval (XXXXX) or similar public electronic database;March 31, 2009, respectively. (d) within ten (10) Business Days after each anniversary The values of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that inventories stated in the insurance Financial Statements and the Interim Financial Statements reflect the normal inventory valuation policies in place satisfy the requirements of the Operative Documents; Business as conducted by the Company and the Subsidiaries (e) as soon as possible and other than, in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge the case of the occurrence thereofInterim Financial Statements, notice Stock Loan Services, LLC and the remainder of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (iiConstruction Loan Business) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change and were determined in accordance with GAAP in the termscase of the Financial Statements, coverage or amounts and IFRS in the case of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethe Interim Financial Statements and with principles and methods consistently applied.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated The balance sheets of Midwest EQT Midstream Partners Predecessor (which will include results for its Consolidated Subsidiariesas such term is described in the Form S-1) as of December 31, 2011 and 2010 and the end of such Fiscal Quarter and consolidated related statements of income operations, partners’ capital and cash flows of Midwest EQT Midstream Partners Predecessor for each of the three years in the period ended December 31, 2011 contained in the Form S-1 have been audited by Ernst & Young LLP. Such financial statements (which will include i) present fairly, in all material respects, the financial position and results for its Consolidated Subsidiaries) of operations and cash flows of EQT Midstream Partners Predecessor as of such dates and for such Fiscal Quarter periods in conformity with GAAP and for (ii) show, to the period commencing at the end extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the previous Fiscal Year Borrower and ending with its Subsidiaries as of the end of such Fiscal Quarter;date thereof, including liabilities for taxes, material commitments and Debt. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated The unaudited pro forma balance sheets of Midwest sheet as of March 31, 2012 and the end of such Fiscal Year and consolidated related statements of income operations for the Borrower for the year ended December 31, 2011 and cash flows the quarter ended March 31, 2012 contained in the Form S-1 were prepared in good faith based on the assumptions that were believed to be reasonable in light of Midwest or such Fiscal Year, and accompanied by then-existing conditions (subject to the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state proviso that it is understood that such consolidated pro forma financial statements present fairly in all material respects are based upon professional opinions, estimates and adjustments and that the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;Borrower does not warrant that such opinions, estimates and adjustments will ultimately prove to have been accurate). (c) as soon as available, one copy of any documents filed by Midwest Beginning with the Securities initial delivery of the financial information required under Sections 6.01(a) and Exchange Commission or any successor agency (b), the financial information delivered to the Lenders pursuant to Section 13(asuch sections (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), 13(c)and (ii) show, 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that required by GAAP and together with all footnotes to such documents are made publicly available via financial statements, all material indebtedness and other liabilities, direct or contingent, of the Securities Borrower and Exchange Commission’s Electronic Dataits Subsidiaries as of the date thereof, Gatheringincluding liabilities for taxes, Analysis material commitments and Retrieval (XXXXX) or similar public electronic database;Debt. (d) within ten (10) Business Days after each anniversary of the Plan Effective DateSince December 31, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any 2011 there has been no material adverse change in the termsbusiness, coverage financial position or amounts results of any policy operations of insurance which would result in such policy deviating from Prudent Industry Practicethe Borrower and its Consolidated Subsidiaries, considered as a whole.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available The Audited Financial Statements (i) present fairly, in all material respects, the financial position and in any event within sixty (60) days after the end results of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries on a consolidated basis as of such dates and for such Fiscal Quarter periods in conformity with GAAP and for (ii) show, to the period commencing at the end extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the previous Fiscal Year Borrower and ending with its Subsidiaries as of the end of such Fiscal Quarter;date thereof, including liabilities for taxes, material commitments and Debt. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy The unaudited consolidated balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Borrower and its Subsidiaries as of June 30, 2014, and the end of such Fiscal Year and related unaudited consolidated statements of income operations and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated three months then ended, set forth in the Registration Statement, fairly present, in conformity with GAAP applied on a basis consistent with prior periods;the Audited Financial Statements, the consolidated financial position of the Borrower and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments). (c) as soon as availableThe Pro Forma Financial Statements were prepared on the basis of assumptions, one copy of any documents filed by Midwest with data, information, tests or conditions believed to be reasonable at the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) time such Pro Forma Financial Statements were furnished. The Pro Forma Financial Statements fairly present in all material respects the financial position of the Securities Exchange Act Borrower and its Subsidiaries on a consolidated basis as of 1934, as amended (the “Exchange Act”) except date thereof and after giving effect to the extent that such documents are made publicly available via the Securities Transactions and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval were prepared in a manner consistent with GAAP (XXXXXexcept as otherwise noted therein) or similar public electronic database;consistently applied. (d) within ten The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (10b) Business Days after each anniversary (i) fairly presents, in all material respects, in conformity with GAAP, the financial position of the Plan Effective DateBorrower and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, a certificate from Midwest’s insurers in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or insurance agents evidencing that the insurance policies in place satisfy the requirements contingent, of the Operative Documents;Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer Since the later of Midwest obtains the date of (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more Audited Financial Statements or (ii) knowledge of (A) the occurrencemost recent audited financial statements delivered pursuant to Section 6.01(a)(i), notice of any cancellationthere has been no event or circumstance, notice of threatened either individually or potential cancellation or (B) any material change in the termsaggregate, coverage that has had or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicecould reasonably be expected to have a Material Adverse Effect.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Seller has delivered to Buyer true and in any event within sixty (60) days after the end of each complete copies of the first three Fiscal Quarters unaudited combined balance sheet of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Transferred Subsidiaries on a stand-alone basis as of December 31, 2006 (the end “Unaudited 2006 Balance Sheet”) and the related statement of such Fiscal Quarter income and consolidated cash flow for the Transferred Subsidiaries on a stand-alone basis for the year ended December 31, 2006 (together with the Unaudited 2006 Balance Sheet, the “Unaudited 2006 Statements”) and the unaudited combined balance sheet of the Transferred Subsidiaries on a stand-alone basis as of January 31, 2007 (the “Unaudited Interim Balance Sheet”) and the related statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and flow for the period commencing at Transferred Subsidiaries on a stand-alone basis for the end of the previous Fiscal Year and ending month ended January 31, 2007 (together with the end of such Fiscal Quarter; (b) Unaudited Interim Statements and the Unaudited 2006 Statements referred to as soon as available the “Unaudited Financial Statements”). The Unaudited Financial Statements are accurate and complete in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year all material respects and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position of the Transferred Subsidiaries on a stand-alone basis as of the respective dates thereof and the results of operations and cash flows of the Transferred Subsidiaries on a stand-alone basis for the periods indicated covered thereby. The Unaudited Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis consistent with prior periods;throughout the periods covered. (b) None of the Transferred Subsidiaries has any Liabilities other than: (i) Liabilities specifically reflected on and fully reserved against in the Unaudited Interim Balance Sheet, (ii) Liabilities incurred in the ordinary course of business since the date of the Unaudited Interim Balance Sheet (January 31, 2007), (iii) Liabilities for Taxes incurred in the ordinary course of business since December 31, 2006 and not required under GAAP to be shown on the Unaudited Interim Balance Sheet, (iv) Liabilities incurred as a result of consummation of the transactions contemplated by this Agreement or the Seller Ancillary Documents and specifically identified in Schedule 3.6(b), or (v) other Liabilities described in Schedule 3.6(b). (c) as soon as availableAll books, one copy of any documents filed by Midwest with the Securities records and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) accounts of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents Transferred Subsidiaries are made publicly available via the Securities in all material respects accurate and Exchange Commission’s Electronic Data, Gathering, Analysis complete and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies maintained in place satisfy the requirements of the Operative Documents; (e) as soon as possible accordance with good business practices and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceall applicable Laws.

Financial Information. Midwest shall cause Section 3.18 of the COMPANY DISCLOSURE SCHEDULE contains true and correct copies of (a) the audited consolidated balance sheets for the Company and its Subsidiaries at December 31, 1999 and the related statements of income, members' equity and cash flows for the one-year period then ended accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to the Company, and (b) the unaudited consolidated balance sheet for the Company and its Subsidiaries at December 31, 2000 and the related statements of income, members' equity and cash flows for the one-year period then ended (collectively, the "COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements (including related notes) fairly present, in all material respects, and the financial statements to be delivered by the Company to Parent after the Owner Trusteedate of this Agreement pursuant to Section 7.3 hereof will fairly present, in all material respects, the Owner Lessorconsolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with GAAP (except in the case of the unaudited statements for the lack of notes thereof) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2000, the Owner ParticipantCompany has not made any change in the accounting practices or policies applied in the preparation of its financial statements, and for except as long as the Lien set forth in Section 3.18 of the Lease Indenture has not been terminated COMPANY DISCLOSURE SCHEDULE or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each otherwise may be required by GAAP. Each of the first three Fiscal Quarters of each Fiscal Year of MidwestCompany's financial books and records (including without limitation all financial records, consolidated balance sheets of Midwest business records, ownership transfer records, customer lists and records pertaining to services or products delivered to customers) (which will include results for its Consolidated Subsidiariesx) as of the end of such Fiscal Quarter is complete and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly correct in all material respects and all transactions to which the financial position Company is or has been a party are accurately reflected therein and (y) form an adequate basis for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeCompany Financial Statements.

Financial Information. Midwest shall cause to be delivered to True and complete copies of (i) the Owner Trusteeunaudited --------------------- - balance sheets of the Carve Out Business as of January 1, the Owner Lessor2000 and December 30, the Owner Participant2000, and the related unaudited statements of income, Parent's investment and cash flow for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters years in the three-year period ended December 30, 2000, together with all related notes thereto (the "Year-End Financial ------------------ Statements"), and (ii) the unaudited balance sheet of each Fiscal Year the Carve Out Business as ---------- -- of MidwestMarch 31, 2001, and the related unaudited statements of income, Parent's investment and cash flow for the three months ended March 31, 2001, together with all related notes thereto (the "Interim Financial Statements" and together ---------------------------- with the Year-End Financial Statements, the "Financial Statements"), have been -------------------- delivered by Parent to Purchaser. The Year-End Financial Statements, the Interim Financial Statements, and, when delivered in accordance with Section 5.14, the Audited Financial Statements (x) were (and, in the case of the Audited Financial - Statements, shall have been) prepared in accordance with the books of account and other financial records of Parent and its Affiliates, (y) present fairly, in - all material respects, the consolidated balance sheets financial condition and results of Midwest (which will include results for its Consolidated Subsidiaries) operations of the Carve Out Business, as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest dates thereof or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated covered thereby, as the case may be, and (z) have been (and, in conformity the case of the - Audited Financial Statements, shall have been prepared) in accordance with U.S. GAAP applied on a consistent basis consistent from period to period, except as otherwise stated in the Financial Statements (including the notes thereto) or in the letter dated the date hereof delivered by Parent to Purchaser (the "Side ---- Letter"). Upon Purchaser's receipt of the Audited Financial Statements delivered ------ in accordance with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a5.14(a), 13(c), 14 or 15(d) (or any successor sections) all references in this Article III to the "Financial Statements" shall be deemed to refer to the Audited Financial Statements and the Interim Financial Statements instead of the Securities Exchange Act of 1934, as amended (Year-End Financial Statements and the “Exchange Act”) except Interim Financial Statements delivered prior to the extent that such documents date hereof. Notwithstanding the foregoing provisions of this Section 3.8, the Weirgor Xxxxxxxx and related Inventory and assets are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change reflected in the terms, coverage or amounts of any policy of insurance which would result Year-End Financial Statements but such properties and assets will be reflected in such policy deviating from Prudent Industry Practicethe Audited Financial Statements.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (ai) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied Set forth on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsSchedule 2.1(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents Disclosure Schedule are made publicly available via the Securities complete and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge correct copies of (A) the occurrenceaudited balance sheets of the Company as at September 30, notice 1994 and 1995 and the related statements of operations, shareholders' equity and cash flows for the years ended September 30, 1994 and 1995, and the audited balance sheet of the Company as at March 31, 1996 and the related statements of operations, shareholders' equity and cash flows for the six months ended March 31, 1996, including any cancellationnotes thereto with the opinion of Coopers & Lybrxxx X.X.P., notice of threatened or potential cancellation or thereon (collectively, the "Audited Financial Statements") and (B) any material change the unaudited balance sheet of the Company as at March 31, 1997 and the related statements of operations, shareholders' deficit and cash flows for the year then ended and the unaudited balance sheet of the Company as at September 30, 1997, and the related statements of operations, shareholders' deficit and cash flows for the six months then ended (collectively, the "Unaudited Financial Statements," and, together with the Audited Financial Statements, the "Financial Statements"). Except as set forth on Schedule 2.1(e) of the Disclosure Schedule, the Financial Statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis and fairly present the financial condition, results of operations, shareholders' equity and cash flows of the Company at or for the respective periods then ended, subject, in the termscase of the Unaudited Financial Statements, coverage to the absence of footnotes and normal year-end adjustments. (ii) All reserves established by the Company are reflected on the balance sheets contained in the Financial Statements or amounts in the footnotes to the Financial Statements of any policy the Company and in management's reasonable estimate are adequate in the aggregate and there are no loss contingencies that are required to be accrued by Statement of insurance Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for on such balance sheets. As of the date hereof, except for liabilities (A) reflected on or reserved against on the balance sheet as of September 30, 1997 (the "Latest Balance Sheet") (B) set forth on Schedule 2.1(e) of the Disclosure Schedule, (C) incurred in the ordinary course of the Company's business and consistent with past practice or (D) contemplated by this Agreement, the Company and the Subsidiary have no liabilities (absolute, accrued, fixed, contingent, known, unknown or otherwise) which would result be required by GAAP to be reflected or reserved against on the balance sheet of the Company and which would reasonably be expected to have, individually or in such policy deviating from Prudent Industry Practicethe aggregate, a Material Adverse Effect. (iii) The forecasts and projections previously delivered to the Purchaser by the Company have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as Seller has made available to Buyer true and in any event within sixty complete copies of (60i) days after the end of each audited balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Business as of December 31, 2006, together with the end of such Fiscal Quarter and consolidated related audited statements of income revenue, costs and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and expenses for the period commencing at Business for the end year ended December 31, 2006, (ii) the unaudited balance sheet of the previous Fiscal Year and ending Business as of December 31, 2007 (the “Balance Sheet”) together with the end related unaudited statements of such Fiscal Quarter; revenues, costs and expenses of the Business for the year ended December 31, 2007, and (biii) the unaudited statements of assets and liabilities as soon as available and in any event within one-hundred-and-twenty of January 31, 2008 (120the “Interim Balance Sheet”) days after the end of each Fiscal Year of Midwest, commencing together with the 2013 Fiscal Yearrelated unaudited statement of revenues, a copy costs and expenses of the annual audited report Business for the one (1) month period ended January 31, 2008 (collectively, such Fiscal Year for Midwestfinancial statements referred to in (i), including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year(ii), and accompanied by (iii) above, together with the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestnotes and supplementary information thereto, which report shall state that such consolidated financial statements present be referred to as the “Financial Statements”). Except as set forth on Schedule 3.7(a), the Financial Statements (i) fairly present, subject to normal year-end adjustments and footnotes, in all material respects the financial position condition and results of operations of the Business at and as of the date thereof and for the periods indicated period covered thereby, (ii) were compiled from books and records regularly maintained by management of Seller used to prepare the financial statements of Seller, and (iii) the Financial Statements were prepared in conformity accordance with GAAP, subject to normal year-end adjustments and footnotes. (b) Except as and to the extent reflected on the Financial Statements or on Schedule 3.7(b), Seller has no Liabilities required by GAAP applied to be reflected on a basis balance sheet other than Liabilities incurred since December 31, 2007, in the Ordinary Course of Business and consistent with prior periods;past practice. (c) as soon as available, one copy of any documents filed by Midwest The Balance Sheet and Interim Balance Sheet were prepared from and are consistent with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) accounting records of the Securities Exchange Act Business. Such accounting records represent actual, bona fide transactions. Seller has also made available to Buyer copies of 1934, as amended (all letters from Seller’s auditors to Seller’s board of directors or audit committee during the “Exchange Act”) except 36 months preceding the Effective Date relating to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic DataBusiness, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary together with copies of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceall responses thereto.

Financial Information. Midwest shall cause to be delivered to Prairie has previously furnished Integra with true and complete copies of the Owner Trusteeaudited consolidated balance sheets of Prairie and the Prairie Subsidiaries as of December 31, the Owner Lessor, the Owner Participant2005 and 2004, and related consolidated income statements and statements of changes in stockholders’ equity and of cash flows for as long as the Lien of three (3) years ended December 31, 2005, together with the Lease Indenture has not been terminated or dischargednotes thereto, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestunaudited, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Prairie and the Prairie Subsidiaries as of June 30, 2006 and the end related unaudited consolidated income statements and statement of such Fiscal Quarter changes in stockholders’ equity for the six months then ended (together, the “Prairie Financial Statements”). The Prairie Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be disclosed therein and except for regulatory reporting differences required by the call reports of Prairie Bank) and fairly present the consolidated statements financial position and the consolidated results of income operations, changes in stockholders’ equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter Prairie and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Prairie subsidiaries as of the end of such Fiscal Year dates and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated (subject, in conformity the case of interim financial statements, to normal recurring year-end adjustments, none of which shall be material). The books and records of Prairie and the Prairie Subsidiaries since January 1, 2001 have been, and are being, maintained in accordance with GAAP generally applied on accounting principles and all other applicable legal and accounting requirements and reflect only actual transactions. There exist no material liabilities of Prairie and the Prairie Subsidiaries, contingent or otherwise, of a basis consistent type required to be disclosed in accordance with prior periods; (c) generally accepted accounting practices, except as soon as availabledisclosed in the Prairie Financial Statements. To the Knowledge of Prairie, one copy of any documents filed by Midwest there is no fact or circumstance that would indicate that Prairie will not be able to comply with the Securities audit, recordkeeping and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) management review of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the internal controls requirements of the Operative Documents; Federal Deposit Insurance Corporation Improvement Act of 1991 (e“FDICIA”) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereofDecember 31, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice2006.

Financial Information. Midwest shall cause to be (a) The following Financial Statements attached hereto as Schedule 3.6(a) have been delivered on the date hereof: (i) the audited consolidated and unaudited consolidating balance sheets of the Borrower and its Consolidated Subsidiaries at December 31, 2002; and (ii) the related audited consolidated and unaudited consolidating statements of income and audited consolidated statement of cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended; (iii) the unaudited, consolidated and consolidating balance sheets at April 30, 2003 and related unaudited consolidated and consolidating statements of income and unaudited, consolidated statement of cash flows of the Borrower and its Consolidated Subsidiaries for the four months then ended, in the forms which have previously been delivered to the Owner TrusteeNew Term Lenders, have been prepared in accordance with GAAP consistently applied, subject in the case of unaudited statements, to changes resulting from year-end and audit adjustments. All of such Financial Statements fairly present in all material respects, in accordance with GAAP, the Owner Lessorconsolidated financial position, the Owner Participantresults of operations and cash flows, and for as long as the Lien case may be, of the Lease Indenture has not been terminated Borrower and its Consolidated Subsidiaries, at the dates or discharged, for the Lease Indenture Trustee and the Pass Through Trustee:periods indicated. (ab) as soon as available During the period from December 31, 2002 to and in any event within sixty (60) days after the end of each including April 30, 2003, none of the first three Fiscal Quarters Borrower, any other Loan Party or any Subsidiary of each Fiscal Year a Loan Party has incurred any Indebtedness (including, without limitation, any Guaranty in a principal amount in excess of Midwest$100,000), other than as described on Schedule 3.6(b) hereto. (c) Except as disclosed in the Financial Statements referred to in Section 3.6(a) above or the notes thereto, none of the Borrower or any Subsidiary of the Borrower has, as of the Effective Date, any material contingent liabilities, material long-term commitments or unrealized material losses. (d) The pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of April 30, 2003 delivered on the date hereof and attached hereto as Schedule 3.6(d) was prepared by the Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheets of Midwest (which will include results for Borrower and its Consolidated Subsidiaries) Subsidiaries dated as of the end of April 30, 2003 and was prepared in accordance with GAAP, with only such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending adjustments thereto as would be required in accordance with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;GAAP. (e) The Projections delivered on the date hereof and attached hereto as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.Schedule 3.6

Financial Information. Midwest UPC Broadband shall cause to be delivered supply to the Owner Trustee, Facility Agent in sufficient copies for all the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLenders: (a) as soon as the same are available (and in any event within sixty (60) 150 days after of the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, its financial years) audited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated financial statements of income and cash flows of Midwest (which will include results UPC Broadband Holdco for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarterthat financial year; (b) as soon as the same are available and (and, in any event event, (in the case of its first three financial quarters in any financial year) within one-hundred-and-twenty (120) 60 days after of the end of each Fiscal Year of Midwest, commencing with its financial quarters and (in the 2013 Fiscal Year, a copy case of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as its fourth financial quarter in each financial year) within 150 days of the end of each such Fiscal Year and financial quarter), unaudited quarterly consolidated statements management accounts of income and cash flows of Midwest or such Fiscal Year, and accompanied by UPC Broadband Holdco for that financial quarter in the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsagreed form; (c) as soon as availableby no later than 60 days after the last day of each of its financial years, one copy of any documents filed by Midwest with an annual budget for the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) Distribution Business of the Securities Exchange Act of 1934, as amended (Borrower Group in the “Exchange Act”) except to agreed form for the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic databaseimmediately following financial year; (d) within ten together with any financial statements specified in paragraphs (10a) Business Days after each anniversary of the Plan Effective Dateor (b) above, a certificate from Midwest’s insurers signed by a director of UPC Broadband: (i) confirming that no Default is outstanding or insurance agents evidencing that if a Default is outstanding, specifying the insurance policies Default and the steps, if any, being taken to remedy it; (ii) setting out in place satisfy reasonable detail computations establishing, as at the requirements date of such financial statements, whether each of the Operative Documentsfinancial ratios set out in Clause 17 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31st December, 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds); (iv) certifying current compliance with the Borrowers' obligations under Clause 7.6(b)(i) (Prepayment from disposal proceeds); and (v) certifying compliance with Clause 16.11(a) (Acquisitions and mergers); (e) as soon as possible the same is available (and in any event within ten 90 days after each of its financial quarters) the consolidated financial statements of UGC for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC is required to file with the Commission under the United States Securities Exchange Act of 0000 (xxx 0000 Xxx) or, if UGC is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC; (f) as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC is required to file with the Commission under the 1934 Act or, if UGC is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC; (g) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business Days after of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Authorized Officer of Midwest obtains Security Interest referred to in paragraph (i) knowledge of the occurrence thereofdefinition of "Permitted Security Interest" or any other form of recourse as contemplated by Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness);and (h) details of the principal terms (including without limitation, notice details of the notional amount, the termination date and applicable rates) of any casualty, damage Senior Hedging Agreements or loss High Yield Hedging Agreements to which any member of the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving Borrower Group is a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice party within five Business Days of any cancellation, notice of threatened Senior Hedging Agreement or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeHigh Yield Hedging Agreement being entered into.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee(a) Schedule 4.6(a) contains true, the Owner Lessor, the Owner Participant, correct and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (ai) the unaudited consolidated balance sheets of the Company and its Subsidiaries as soon of December 31, 2004 (the "Annual Balance Sheet"; and such date being referred to as available the "Annual Balance Sheet Date"), December 31, 2003, and December 31, 2002, and the related unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended, including any footnotes and schedules thereto (all of the foregoing, including the Annual Balance Sheet being collectively referred to as the "Annual Financial Statements"); (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of January 31, 2005, and each subsequent month then ended through the Closing Date (collectively, the "Interim Balance Sheets"), and the unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the one-month period then ended, and each subsequent monthly period then ended through the Closing Date, including any and all footnotes and schedules thereto (all of the foregoing, including the Interim Balance Sheets, being collectively referred to as the "Interim Financial Statements"); and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2004 (the "Latest Balance Sheet"; and such date being referred to as the "Latest Balance Sheet Date"), and the unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the twelve-month period then ended, including any and all footnotes and schedules thereto (all of the foregoing, including the Latest Balance Sheet, being collectively referred to as the "Latest Financial Statements"; and the Annual Financial Statements, the Interim Financial Statements and the Latest Financial Statements being collectively referred to as the "Financial Statements"). (b) The Financial Statements (i) are true, correct and complete, (ii) fairly present the consolidated financial position of the Company and each of its Subsidiaries as of the dates indicated and the consolidated results of operations of the Company and each of its Subsidiaries for the periods indicated, (iii) have been prepared in any event within accordance with GAAP (to the extent GAAP has been correctly applied) consistently applied throughout the periods covered thereby (subject to the absence of footnotes and schedules that may be required by GAAP and, in the case of the Interim Financial Statements, normal year-end adjustments that are not material individually or in the aggregate), and (iv) are in accordance with the books and records of the Company and each of its Subsidiaries, which books and records are true, correct and complete and have been maintained in a manner consistent with historical practice. (c) Schedule 4.6(c) contains a true, correct and complete summary of all accounts payable, accrued expenses and accounts receivable of the Company and each of its Subsidiaries as of the most recent practicable date prior to the date hereof, which schedule sets forth the name of the account debtor (in the case of accounts receivable) or account creditor (in the case of accounts payable) and the amount owed by such account debtor or owing to such account creditor (identifying the portion of such amount that is current, thirty (30) days past due, sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestpast due, consolidated balance sheets of Midwest ninety (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (12090) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearpast due, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; more than ninety (c90) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(adays past due), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Seller has made available to Seller true, correct and complete copies of the following financial statements of Seller (collectively the "FINANCIAL STATEMENTS"): audited balance sheet as soon of December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004 and the related statements of earnings, stockholders' equity, and cash flows as available of and in any event within sixty (60) days after for the end fiscal years then ended together with the reports thereon of each of KPMG, Inc. and Xxxxxxx Xxxxxxxxx, LLP, respectively, on such balance sheet and statements. The Financial Statements (including the first three Fiscal Quarters notes thereto) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, present fairly the financial position of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Seller as of such dates and the end results of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest Seller for such periods, are correct and complete, and are consistent with the books and records of Seller (which will include results for books and records are correct and complete). Seller is not considering any amendment or restatement of its Consolidated Subsidiaries) for such Fiscal Quarter Financial Statements. Since December 31, 2003, there has been no change in any accounting principles, policies, methods of application thereof by Seller (including any reserving and depreciation methodologies, practices and policies). The Most Recent Financial Statements use the same accounting principles, policies, and methods of application thereof as did the last draft of the unaudited balance sheet as of December 31, 2004 and the related statements of earnings, stockholders' equity, and cash flows for the period commencing at fiscal year then ended delivered to Buyer prior to the end of date hereof. Since the previous Fiscal Year and ending with the end of such Fiscal Quarter;Most Recent Balance Sheet Date, Seller has not released any material non-cash reserves. (b) as soon as The books of account and other financial records of Seller, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions and reflect all income, expenses, assets and liabilities of Seller. Seller maintains internal accounting controls which provide reasonable assurances that: (i) transactions are executed in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing accordance with the 2013 Fiscal Year, a copy general or specific authorization of the annual audited report for such Fiscal Year for Midwestrespective boards of directors and executive officers of Seller, including therein consolidated balance sheets (ii) transactions are recorded as necessary to permit preparation of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent and to maintain accountability for assets (C) access to its assets is permitted only in accordance with prior periods;management's authorization and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals. (c) as soon as availableSeller's revised budgets for the fiscal years ending December 31, one copy of any documents filed by Midwest with 2005 (the Securities and Exchange Commission or any successor agency pursuant to Section 13(a"REVISED FISCAL 2005 BUDGET"), 13(cDecember 31, 2006 and December 31, 2007 (collectively, the "REVISED FISCAL 2005, 2006 AND 2007 BUDGETS") are attached as SCHEDULE 3.07. The Revised Fiscal 2005, 2006 and 2007 Budgets were prepare in good faith by Seller and are based on reasonable assumptions. To Seller's Knowledge, there are no facts or circumstances that could reasonably be expected to result in an inability of Buyer to achieve the financial projections contained in the Revised Fiscal 2005, 2006 and 2007 Budgets (other than matters of a general economic or political nature with do not affect Seller uniquely). Notwithstanding the foregoing, 14 Seller does not guarantee the performance or 15(d) results (financial or any successor sectionsotherwise) of the Securities Exchange Act of 1934, as amended (Business following the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeClosing.

Financial Information. Midwest shall cause to be delivered The Company has heretofore furnished to the Owner TrusteePurchasers true, the Owner Lessor, the Owner Participant, correct and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, financial statements of the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of Company for each of the first three Fiscal Quarters of each Fiscal Year of Midwestfiscal years ended May 31, consolidated balance sheets of Midwest 1996 and May 31, 1997 and the interim period thereafter ended December 31, 1997 (which will include results for its Consolidated Subsidiaries) the "FINANCIAL STATEMENTS"). Except as of set forth on SCHEDULE 2(b), the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for MidwestFinancial Statements, including therein consolidated balance sheets of Midwest as of in each case the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearnotes thereto, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly have been prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP applied on a consistent basis consistent with prior periods; (c) throughout the periods covered thereby, except as soon as availableotherwise noted therein, one copy and fairly present the financial condition and results of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) operations of the Securities Exchange Act of 1934Company, on the bases therein stated, as amended (of the “Exchange Act”) respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals. Between the date of the most recent financial statements forming part of the Financial Statements and the date of this Agreement, except to the extent that such documents are made publicly available via described on SCHEDULE 2(b), there has been no Material Adverse Change in the Securities and Exchange Commission’s Electronic DataCompany. Except as set forth in the December 31, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary 1997 balance sheet forming part of the Plan Effective DateFinancial Statements (the "MOST RECENT BALANCE SHEET"), a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements there are no material liabilities of the Operative Documents; Company, whether accrued, absolute, contingent or otherwise (e) including, without limitation, claims relating to product liability, liabilities as soon as possible and guarantor or otherwise with respect to obligations of any other Person, or liabilities for Taxes due or then accrued or to become due), of a nature required by GAAP to be set forth in any event within ten (10) Business Days after any Authorized Officer the Financial Statements, or the notes thereto, except for liabilities which have arisen in the ordinary course of Midwest obtains (i) knowledge business of the occurrence thereof, notice Company since the date of any casualty, damage or loss the Most Recent Balance Sheet and except as contemplated by this Agreement and the Related Agreements. SCHEDULE 2(b) sets forth certain adjustments made to the FacilityFinancial Statements for the most recent fiscal year of the Company (the "ADJUSTMENTS"). The Adjustments refer to actual payments made by the Company during the fiscal year ended May 31, whether or not insured1997, through fireand, theftgiving effect to the Adjustments, other hazard or casualtythe Company had adjusted earnings before interest, involving a probable loss taxes, depreciation and amortization of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change 3,138,952 in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceits most recent fiscal year.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Schedule 5.4(a) sets forth (i) the unaudited statement of income of the Business for the fiscal year ended December 31, 2006 (the “2006 Financial Statements”), (ii) the unaudited balance sheet of the Business as soon of September 30, 2007 (the “Interim Balance Sheet”) and the unaudited statement of income of the Business for the nine-month period ended September 30, 2007 (together with the Interim Balance Sheet, the “Interim Financial Statements” and, such Interim Financial Statements together with the 2006 Financial Statements, the “Financial Statements”), (iii) the unaudited direct and allocated income statement for the nine-month period ending September 30, 2007 (the “Interim Allocated Cost Schedule”) and (iv) the unaudited direct and allocated income statement for the fiscal year ended December 31, 2006 (the “2006 Allocated Cost Schedule” and, together with the Interim Allocated Cost Schedule, the “Allocated Cost Schedules”). Except as available set forth in Schedule 5.4(a), the Financial Statements have been prepared in accordance with GAAP, except in the case of the Interim Financial Statements for normal year-end adjustments and the omission of full footnotes. Except as set forth in Schedule 5.4(a), the Interim Balance Sheet presents fairly in all material respects the financial condition of the Business as of such date, the income statement included in the Interim Financial Statements presents fairly in all material respects the results of operations of the Business for the period covered thereby and does not reflect the operations of any event within sixty (60) days entity or business not intended to constitute a part of the Business after the end Closing Date. The Interim Allocated Cost Schedule has been prepared in accordance with the 2007 Cost Allocation Manuals, and the expenses included in the “Common Utility” and “Shared Services” columns of the Interim Allocated Cost Schedule have been allocated in accordance with the 2007 Cost Allocation Manuals. The 2006 Allocated Cost Schedule has been prepared in accordance with the 2006 Cost Allocation Manuals, and the expenses included in the “Common Utility” and “Shared Services” columns of the 2006 Allocated Cost Schedule have been allocated in accordance with the 2006 Cost Allocation Manuals. In each of the first three Fiscal Quarters of each Fiscal Year of MidwestAllocated Cost Schedules, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries1) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements columns headed “Direct” present fairly in all material respects the financial position total direct operating costs (including all salary, wages and, for the Interim Allocated Cost Schedule, benefits for the Business Employees) incurred by the Business and there are no direct costs incurred by the Business in the columns headed “Common Utility” or “Shared Services” and (2) the columns headed “Total” fairly present in all material respects the total costs of the Business, in both cases for the periods indicated covered thereby. (b) Except for matters reserved against in conformity the Financial Statements or as set forth on Schedule 5.4(b), neither Seller (in connection with the Business) nor the Business had at September 30, 2007, or has incurred during the period from September 30, 2007 to the date of this Agreement, any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) of any nature that would be required by GAAP applied to be reflected on a basis balance sheet of the Business (including the notes thereto), except liabilities or obligations which were incurred in the ordinary course of business consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicepast practice.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Prior to the date hereof, UCFI has delivered to CryoLife true, correct and in any event within sixty (60) days after the end of each complete copies of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated audited balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) UCFI as of the end of such Fiscal Quarter June 30, 1996 and consolidated June 30, 1995, and audited income statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing fiscal years then ended (collectively, the "Historical Financials"). All such Historical Financials (including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and fairly present the financial condition of UCFI at the end respective dates thereof and the results of its operations for the previous Fiscal Year and ending with the end of such Fiscal Quarter;periods then ended. (b) as soon as available The Interim Financials, when delivered, will have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved (except for the absence of footnotes and normal year-end adjustments) and will show all liabilities, direct and contingent, of UCFI required at the time of preparation to be shown in any event within one-hundred-and-twenty (120) days after accordance with such principles. The balance sheet included in the end Interim Financials, when delivered, will fairly present the financial condition of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest UCFI as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yeardate thereof, and accompanied by the opinion income statement included in the Interim Financials, when delivered, will fairly present the results of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position operations of UCFI for the periods indicated period indicated. The income statement included in conformity with GAAP applied on a basis consistent with prior periods;the Interim Financials, when delivered, will not contain any material items of special or non-recurring income or any other income not earned in the ordinary course of UCFI's business. (c) as soon as availableOn the date hereof, one copy there are no liabilities or obligations of UCFI of any documents filed by Midwest with nature, whether liquidated, unliquidated, accrued, absolute, contingent or otherwise except for those (i) that will be specifically reflected or reserved against as to amount in the Securities balance sheets contained in the Historical Financials, (ii) that arise thereafter in the ordinary course of business, and Exchange Commission (iii) that are specifically set forth on Schedule 4.7 attached hereto; and at the Closing, there will be no liabilities or obligations of UCFI of any successor agency pursuant nature, whether liquidated, unliquidated, accrued, absolute, contingent or otherwise except for those (A) that will be specifically reflected or reserved against as to Section 13(a)amount in the balance sheet contained in the Interim Financials, 13(c), 14 (B) that arise after the date of such balance sheet in the ordinary course of business or 15(d(C) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;specifically set forth on Schedule 4.7. (d) UCFI has not been during the 12 months immediately preceding the execution of this Agreement, insolvent within ten (10) Business Days after each anniversary the meaning of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) 11 U.S.C. Section 101(31). UCFI has and is paying its debts as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethey become due.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee(a) Schedule 4.6(a) contains true, the Owner Lessor, the Owner Participant, correct and for as long as the Lien complete copies of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefollowing: (ai) the audited consolidated balance sheets of the Company and its Subsidiaries as soon of June 30, 2004 (the "Annual Balance Sheet"; and such date being referred to as available the "Annual Balance Sheet Date"), June 30, 2003, and June 30, 2002, and the related audited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended, including any footnotes and schedules thereto (all of the foregoing, including the Annual Balance Sheet being collectively referred to as the "Annual Financial Statements"); (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of August 31, 2004, and each subsequent month then ended through the Closing Date (collectively, the "Interim Balance Sheets"), and the unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the period then ended, and each subsequent monthly period then ended through the Closing Date, including any and all footnotes and schedules thereto (all of the foregoing, including the Interim Balance Sheets, being collectively referred to as the "Interim Financial Statements"); and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of August 31, 2004 (the "Latest Balance Sheet"; and such date being referred to as the "Latest Balance Sheet Date"), and the unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the period then ended, including any and all footnotes and schedules thereto (all of the foregoing, including the Latest Balance Sheet, being collectively referred to as the "Latest Financial Statements"; and the Annual Financial Statements, the Interim Financial Statements and the Latest Financial Statements being collectively referred to as the "Financial Statements"). (b) The Financial Statements (i) are true, correct and complete, (ii) fairly present in any event within all material respects the consolidated financial position of the Company and each of its Subsidiaries as of the dates indicated and the consolidated results of operations of the Company and each of its Subsidiaries for the periods indicated, (iii) have been prepared in accordance with GAAP (to the extent GAAP has been correctly applied) consistently applied throughout the periods covered thereby (subject to the absence of footnotes and schedules that may be required by GAAP and, in the case of the Latest Financial Statements, normal year-end adjustments that are not material individually or in the aggregate), and (iv) are in accordance with the books and records of the Company and each of its Subsidiaries, which books and records are true, correct and complete and have been maintained in a manner consistent with historical practice. (c) Schedule 4.6(c) contains a true, correct and complete summary of all accounts payable, accrued expenses and accounts receivable of the Company and each of its Subsidiaries as of the most recent practicable date prior to the date hereof, which schedule sets forth the name of the account debtor (in the case of accounts receivable) or account creditor (in the case of accounts payable) and the amount owed by such account debtor or owing to such account creditor (identifying the portion of such amount that is current, thirty (30) days past due, sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestpast due, consolidated balance sheets of Midwest ninety (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (12090) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearpast due, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; more than ninety (c90) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(adays past due), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Schedule 4.7(a) contains true, correct and complete copies of the --------------- audited consolidated balance sheets of the Company and its Subsidiaries as soon of December 31, 1995, 1996 and 1997 (each an "Audited Balance Sheet Date"), and the -------------------------- related audited consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal years then ended, including the footnotes thereto, as available audited by (and together with the report of their audit) Xxxxxx Xxxxxxxx LLP (all of foregoing being hereinafter collectively called the "Audited Financial Statements"). ---------------------------- (b) Schedule 4.7(b) contains true, correct and complete copies of the --------------- unaudited consolidated balance sheets of the Company and its Subsidiaries as of April 5, 1998 (the "Latest Balance Sheet") and the related unaudited -------------------- consolidated statements of operations and cash flows of the Company and its Subsidiaries for the year-to-date period then ended (all of foregoing being hereinafter collectively called the "Unaudited Financial Statements"). ------------------------------ (c) The Audited Financial Statements and the Unaudited Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments. Except as set forth on Schedule 4.7(c), --------------- liabilities set forth on the Latest Balance Sheet, and liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet (the "Latest Balance Sheet -------------------- Date"), neither the Company nor any event within sixty of its Subsidiaries has any Liabilities of ---- any nature (60whether accrued, absolute, contingent or otherwise) days after required by GAAP to be set forth on a balance sheet or in the notes thereto. Management of the Company has no reason to believe that with respect to its and its Subsidiaries' long-lived assets and intangible assets which are subject to Financial Accounting Standards No. 121, as of December 31, 1997, the undiscounted future cash flows related to such assets did not exceed the carrying values thereof recorded as of such date, as required by GAAP. (d) Except as set forth in Schedule 4.7(d), all Indebtedness of the --------------- Company and each Subsidiary may be prepaid in whole or in part at any time and from time to time without premium or penalty. Schedule 4.7(d) sets forth a --------------- schedule of all such prepayment premiums and penalties. (e) Schedule 4.7(e) sets forth a true, correct and complete schedule of --------------- the consolidated Indebtedness owed, as of the date hereof, by the Company and its Subsidiaries to any third party (determined in accordance with GAAP consistently applied), which schedule shall (i) identify the lender or lenders and the aggregate principal amount outstanding and interest in respect thereof, (ii) set forth the aggregate principal amount of Indebtedness owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(a) or the net present value of all future lease payments owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(b) and (iii) set forth an amortization schedule of all future principal payments in respect of such Indebtedness and/or all future lease payments (identifying the portion attributable to financing in respect of the tractors and trailers and the portion attributable to other financing). (f) Schedule 4.7(f) sets forth a true, correct and complete summary of --------------- all consolidated accounts payable, accrued expenses and accounts receivable of the Company and its Subsidiaries as of the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestmonths ended immediately prior to the date hereof, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as schedule shall set forth the name of the end account debtor (in the case of accounts receivable) or account creditor (in the case of accounts payable and accrued expenses) and the amount owed by or owing to such account debtor or account creditor (identifying the portion of such Fiscal Quarter amount that is current, 30, 60, 90 and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) more than 90 days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(apast due), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest The Lead Arrangers and the Lenders shall cause to be delivered have received (i) audited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Recapitalized Business ended prior to the Owner TrusteeClosing Date, (ii) unaudited consolidated financial statements of ACNA for the Owner Lessorquarterly periods ended March 31, the Owner Participant2006 and June 30, 2006, and for as long unaudited consolidated financial statements of the Recapitalized Business (with RSC as the Lien reporting entity) for the quarterly period ended September 30, 2006, (iii) a pro forma consolidated balance sheet of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Recapitalized Business as of the end date of such Fiscal Quarter the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and consolidated statements a pro forma statement of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and operations for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 most recent Fiscal Year, interim period and 12-month period ending on the last day of such interim period, in each case adjusted to give effect to the Transaction, and any other transactions that would be required to be given pro forma effect by Regulation S-X for a copy Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in reasonable detail, that the total consolidated indebtedness of the annual audited report Recapitalized Business and its subsidiaries consisting of indebtedness for such Fiscal Year for Midwest, borrowed money (including therein consolidated balance sheets of Midwest as purchase money indebtedness) and capital leases (determined on a pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the end Recapitalized Business (calculated subject to the Closing Date adjustments set forth on Schedule 6.1(e) hereto) for the twelve-month period ending on the last day of such Fiscal Year and consolidated the fiscal quarter ending no more than 45 days prior to the Closing Date, (iv) interim financial statements of income the Recapitalized Business (with RSC as the reporting entity) for each month ended after the date of the last available quarterly financial statements and cash flows of Midwest or such Fiscal Year, at least 30 days prior to the Closing Date and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such (v) detailed projected consolidated financial statements present fairly in all material respects of the financial position Recapitalized Business for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; five Fiscal Years ending after the Closing Date, which projections shall (cx) as soon as available, one copy of any documents filed by Midwest with reflect the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) forecasted consolidated financial condition of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Parent Borrower and its Subsidiaries after giving effect to the extent that such documents are made publicly available via Transaction and the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence related financing thereof, notice of any casualty, damage or loss to and (y) be prepared and approved by the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeParent Borrower.

Financial Information. Midwest The Lead Arrangers and the Lenders shall cause to be delivered have received (i) audited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Recapitalized Business ended prior to the Owner TrusteeClosing Date, (ii) unaudited consolidated financial statements of ACNA for the Owner Lessorquarterly periods ended March 31, the Owner Participant2006 and June 30, 2006, and for as long unaudited consolidated financial statements of the Recapitalized Business (with RSC as the Lien reporting entity) for the quarterly period ended September 30, 2006, (iii) a pro forma consolidated balance sheet of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Recapitalized Business as of the end date of such Fiscal Quarter the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and consolidated statements a pro forma statement of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and operations for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 most recent Fiscal Year, interim period and 12-month period ending on the last day of such interim period, in each case adjusted to give effect to the Transaction, and any other transactions that would be required to be given pro forma effect by Regulation S-X for a copy Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in reasonable detail, that the total consolidated indebtedness of the annual audited report Recapitalized Business and its subsidiaries consisting of indebtedness for such Fiscal Year for Midwest, borrowed money (including therein consolidated balance sheets of Midwest as purchase money indebtedness) and capital leases (determined on a pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the end Recapitalized Business (calculated subject to the Closing Date adjustments set forth on Schedule 6.1(e) hereto) for the 12-month period ending on the last day of such Fiscal Year and consolidated the fiscal quarter ending no more than forty-five (45) days prior to the Closing Date, (iv) interim financial statements of income the Recapitalized Business (with RSC as the reporting entity) for each month ended after the date of the last available quarterly financial statements and cash flows of Midwest or such Fiscal Year, at least thirty (30) days prior to the Closing Date and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such (v) detailed projected consolidated financial statements present fairly in all material respects of the financial position Recapitalized Business for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; five Fiscal Years ending after the Closing Date, which projections shall (cx) as soon as available, one copy of any documents filed by Midwest with reflect the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) forecasted consolidated financial condition of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Parent Borrower and its Subsidiaries after giving effect to the extent that such documents are made publicly available via Transaction and the Securities related financing thereof and Exchange Commission’s Electronic Data, Gathering, Analysis (y) be prepared and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of approved by the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeParent Borrower.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The Seller has previously furnished to the Buyer true, complete and correct copies of (i) the unaudited pro forma income statements of the Funnoodle Product Line of the Seller (the "FUNNOODLE PROFORMA STATEMENTS"), which have been derived from the financial statements of the Seller at and for the years ended December 31, 1998 and 1997 (the "ANNUAL STATEMENTS"), which have been audited by Deloitte & Touche LLP, independent accountants for the Seller (the "SELLER'S INDEPENDENT ACCOUNTANTS"), and (ii) the unaudited financial statement of the Funnoodle Product Line of the Seller at and for the six (6) month period ending June 30, 1999 (the "INTERIM STATEMENT"). Each delivered Funnoodle Proforma Statements have been prepared in all material respects in accordance with GAAP consistently applied, and present fairly and accurately the financial position of the Funnoodle Product Line of the Seller as soon of its date and the earnings and cash flow of the Funnoodle Product Line of the Seller for the periods then ended. Each delivered balance sheet fully sets forth all the Assets and Liabilities of the Seller relating the to Funnoodle Product Line existing as available of its date which, under GAAP, should be set forth therein, and each delivered statement of earnings sets forth the items of income and expense of the Funnoodle Product Line of the Seller which should be set forth therein in any event within sixty accordance with GAAP. (60b) days after All financial, business and accounting books, ledgers, accounts and official and other records relating to the end Funnoodle Product Line have been properly and accurately kept and completed, and there are no material inaccuracies or discrepancies contained or reflected therein. Other than as set forth on SCHEDULE 3.5(B), to the knowledge of each of the first three Fiscal Quarters of each Fiscal Year of MidwestSeller and X'Xxxxxx, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as there are no records, systems, Contracts, data or information of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Seller relating directly to the extent that such documents Funnoodle Product Line, recorded, stored, maintained, operated or otherwise held by any means which are made publicly available via not under the Securities Seller's exclusive ownership and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicedirect control.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as soon as available and of December 31st in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestyears 2017, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of 2018, 2019, and 2020 and the end of such Fiscal Quarter and consolidated related statements of income and retained earnings, members’ equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and flow for the period commencing at years then ended (the end “Annual Financial Statements”), and unaudited financial statements consisting of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy balance sheet of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Company as of March 31, 2021 and the end of such Fiscal Year and consolidated related statements of income and retained earnings, members’ equity and cash flows of Midwest or such Fiscal Yearflow for the three-month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”) have been made available to Buyer in the Data Room. The Financial Statements have been prepared on a cash basis applied on a consistent basis throughout the period involved, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements fairly present fairly in all material respects the financial position condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated indicated. The balance sheet of the Company as of December 31, 2020 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of March 31, 2021 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. (b) The Company has established and maintained an unwritten system of internal controls, including policies and procedures, that (i) require the maintenance of records that in conformity reasonable detail accurately and fairly reflect the material transactions and dispositions of the Assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP applied the historic accounting practices of the Company, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the board of managers and management of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Assets of the Company that could have a material effect on a basis consistent with prior periods;the Company’s financial statements. (c) as soon as availableThe Company applied for, one copy and received, the PPP Loan. At the time of any documents filed submitting the application for the PPP Loan, and at all relevant times thereafter, the Company was eligible to receive the PPP Loan and had a good faith belief that current economic uncertainty made the proceeds of the PPP Loan necessary to support the ongoing operations of the Company, taking into account the Company’s current business activity and the Company’s ability to access other sources of liquidity sufficient to support the Company’s ongoing operations in a manner not significantly detrimental to the Company. The Company has used the proceeds from the PPP Loan exclusively for CARES Act Forgivable Uses in the manner required under the CARES Act to ensure the PPP Loan will be forgiven to the maximum extent possible by Midwest with the Securities applicable Governmental Authority and Exchange Commission or any successor agency pursuant the PPP Lender, after giving effect to Section 13(a), 13(c), 14 or 15(d) the Transactions. At least sixty percent (or any successor sections60%) of the Securities Exchange proceeds from the PPP Loan were used by the Company for Payroll Costs and all Payroll Costs were calculated as required by the CARES Act and all rules and regulations promulgated by the SBA thereunder. All Non-Payroll Costs paid using proceeds from the PPP Loan were incurred pursuant to obligations or Contracts in existence prior to February 15, 2020. Accurate and complete copies of 1934, as amended (the “Exchange Act”) except all documents and records pertaining to the extent that such documents are made publicly available via PPP Loan and the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary use of the Plan Effective Date, proceeds from the PPP Loan have been made available to Buyer in the Data Room. The Company has submitted a certificate from Midwest’s insurers or insurance agents evidencing that final application for forgiveness with respect to the insurance policies in place satisfy the requirements PPP Loan and has provided accurate and complete copies of the Operative Documents; (e) as soon as possible documents and records pertaining thereto to Buyer. The Company has obtained all required Consents from the PPP Lender in any event within ten (10) Business Days after any Authorized Officer connection with the execution, delivery, and performance of Midwest obtains (i) knowledge this Agreement and the Ancillary Documents and the consummation and performance of the occurrence thereofTransactions and has established or otherwise made accommodations with the PPP Lender as may be necessary to comply with SBA Procedural Notice Number 5000-20057 issued on October 2, notice 2020 as a result of any casualtythe execution, damage or loss to delivery, and performance of this Agreement and Ancillary Documents and the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss consummation and performance of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeTransactions.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Section 4.6(a) of the Seller Disclosure Statement sets forth (i) the unaudited balance sheets of each TUH, Xxxxx Solar US Manufacturing Holding, Inc. (“TUMH”) and TUM 1 as soon as available of December 31, 2023, and in any event within sixty the related unaudited income statement for the twelve (6012) days after month periods then ended (the end “Acquired Companies Year-End Financials”), and (ii) the unaudited balance sheet of each of the first three Fiscal Quarters of each Fiscal Year of MidwestTUH, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) TUMH and TUM 1 as of September 30, 2024 (the end of such Fiscal Quarter “Balance Sheet Date”), and consolidated the related unaudited income statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the nine (9) month period commencing at ended on the end of the previous Fiscal Year and ending Balance Sheet Date (together with the end of such Fiscal Quarter;Acquired Companies Year-End Financials, the “Acquired Companies Financials”). The Acquired Companies Financials have been prepared in accordance with GAAP consistently applied throughout the periods indicated and consistent with each other. (b) as soon as available and in No material change has been made to the accounting policies or to any event within one-hundred-and-twenty other accounting treatment (120including, for the avoidance of doubt, any estimation techniques or approaches to the exercise of accounting discretion of judgment) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report Acquired Companies for such Fiscal Year for Midwestat least two (2) years prior to September 30, including therein consolidated balance sheets 2024. The Acquired Companies Financials give a true and fair view of Midwest the Acquired Companies’ assets, liabilities, financial condition, operating results and cash flows as of the end dates and during the periods indicated therein. (c) TUH’s, TUMH’s and TUM 1’s unaudited balance sheet as of such Fiscal Year the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheets.” The books and consolidated statements records of income TUH, TUMH and cash flows of Midwest or such Fiscal YearTUM 1 have been, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwestare being, which report shall state that such consolidated financial statements present fairly maintained in all material respects in accordance with applicable legal and accounting requirements (including, without limitation, GAAP) and the Acquired Companies Financials are consistent with such books and records. All reserves that are set forth in or reflected in the Current Balance Sheets have been established in accordance with GAAP consistently applied with the Acquired Companies Financials. (d) No Acquired Company is a Party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement,” where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any Acquired Company in the Acquired Companies Financials. (e) Each of the Acquired Companies maintains accurate business records, financial position for books and records, personnel records, legers, sales accounting records, Tax records and related work papers and other books and records (collectively the periods indicated “Books and Records”) reflecting its assets and liabilities and maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Acquired Companies’ financial statements in conformity with GAAP applied and to maintain accountability of its assets, (iii) access to its assets is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. No Acquired Company has engaged in any material transaction or maintained any bank account except as reflected in the Books and Records. The Books and Records (A) are in all material respects true, correct and complete, (B) have been maintained in accordance with the Acquired Companies’ business practices on a basis consistent with prior periods;years, and (C) fairly reflect in all material respects the basis for the Acquired Companies Financials. Each Acquired Company has filed their respective statutory financial statements with the relevant authorities in compliance with applicable Laws. (cf) as soon as available, one copy No Acquired Company (including any Employee) has identified or been made aware of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge any significant deficiency or material weakness in the system of the occurrence thereofinternal accounting controls utilized by any Acquired Company, notice of (ii) any casualty, damage or loss to the FacilityFraud, whether or not insuredmaterial, through fire, theft, that involves any Acquired Company’s management or other hazard Employees who have a role in the preparation of financial statements or casualty, involving a probable loss of $5,000,000 or more the internal accounting controls utilized by any Acquired Company or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (Biii) any material change in claim or allegation regarding any of the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceforegoing.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) True and complete copies of (i) the audited consolidated balance sheet of Allegheny for each of the three fiscal years ended as soon of December 31, 1997, 1998 and 1999, and the related audited consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of Allegheny, together with all related notes and schedules thereto, accompanied by the reports thereon of Purchasers' Accountants (collectively referred to herein as available the "PURCHASER FINANCIAL STATEMENTS"), (ii) the unaudited consolidated balance sheet of Allegheny and in any event within sixty (60) days after the end unaudited consolidated balance sheet of Supply, each as of June 30, 2000, and the related consolidated statements of income, retained earnings, stockholders' equity of each of Allegheny and Supply (and the first three Fiscal Quarters change in financial position of each Fiscal Year Allegheny only) for the six months then ended, together with all related notes and schedules thereto (collectively referred to herein as the "INTERIM FINANCIAL STATEMENTS"), have been delivered by the Purchasers to the Sellers. The Purchaser Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of Midwestaccount and other financial records of the Purchasers, (ii) present fairly the consolidated balance sheets financial condition and results of Midwest (which will include results for its Consolidated Subsidiaries) operations of the Purchasers as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and dates thereof or for the period commencing at the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP, and (iv) include all adjustments (other than normal year-end audit adjustments) (consisting only of normal recurring accruals) that are necessary for a fair presentation of the previous Fiscal Year consolidated financial condition of each of Allegheny and ending with Supply and the end results of such Fiscal Quarter;the operations of Allegheny and Supply as of the dates thereof or for the periods covered thereby. (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy Projections of the annual audited report for such Fiscal Year for Midwest, including therein unaudited consolidated balance sheets of Midwest as of sheet, the end of such Fiscal Year and related consolidated statements of income income, retained eamings, stockholders' equity of Supply for each of the fiscal years ended as of December 31, 2000, 2001, 2002, 2003, 2004 and cash flows 2005 prepared by senior management of Midwest or such Fiscal Yearthe Supply (the "PROJECTIONS") and the assumptions and supplemental data used in preparing the Projections (collectively, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly "SUPPLEMENTAL DATA") are set forth in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections4.09(b) of the Securities Exchange Act Purchasers' Disclosure Schedule. The Projections were prepared in good faith on the basis of 1934, the Supplemental Data. The Projections and the Supplemental Data reflect senior management's current estimates and good faith judgment as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary expected future financial performance of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeSupply.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The attached Schedule 5.12 consists of (i) the audited balance sheet of Seller as of December 31, 2003, and the related, audited statements of income and cash flows for the twelve-month period then ended (the “Audited December 31 Financial Statements”), (ii) the audited balance sheet of Seller as of February 29, 2004 (the “Audited February 29 Balance Sheet”), and the related, audited statements of income and cash flows for the two-month period then ended (together with the Audited February 29 Balance Sheet, the “Audited February 29 Financial Statements”, and all together with the Audited December 31 Financial Statements, the “Audited Financial Statements”), and (iii) the unaudited balance sheet of Seller as of the June 30, 2004 (the “Unaudited June 30 Balance Sheet”), and the related, unaudited statements of income and cash flows for the twelve-month period then ended (together with the Unaudited June 30 Balance Sheet, the “Unaudited June 30 Financial Statements”). Except as set forth on Schedule 5.12, the Audited Financial Statements and the Unaudited June 30 Financial Statements will be true, accurate and complete in all material respects, will have been prepared in accordance with generally accepted accounting principles applied consistently with past practices, and will fairly present the financial condition, results of operations and cash flows of Seller as of the dates and for the periods indicated. (b) As soon as available practical after issuance (and in any event within no later than forty- five (45) days after the end of any month), Seller shall deliver to Purchaser drafts of the unaudited balance sheet of Seller as of the last day of each of the months from (and including) August, 2004, through the month immediately preceding the Closing Date, and the related statements of income and expenses, retained earnings and cash flow for the months then ended (collectively, the “Remaining Financial Statements”). Seller shall deliver final copies of such Remaining Financial Statements no later than sixty (60) days after the end of each month. Except as set forth on Schedule 5.12, the Remaining Financial Statements will be true, accurate and complete in all material respects, will have been prepared in accordance with generally accepted accounting principles applied consistently with past practices, and will fairly present the financial condition, results of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter Seller as of the dates and for the period commencing at the end of the previous Fiscal Year periods indicated. Seller is solvent and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwestno bankruptcy, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) insolvency or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceproceeding is pending against Seller.

Financial Information. Midwest The Lead Arrangers and the Lenders shall cause to be delivered have received (i) audited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Recapitalized Business ended prior to the Owner TrusteeClosing Date, (ii) unaudited consolidated financial statements of ACNA for the Owner Lessorquarterly periods ended March 31, the Owner Participant2006 and June 30, 2006, and for as long unaudited consolidated financial statements of the Recapitalized Business (with RSC as the Lien reporting entity) for the quarterly period ended September 30, 2006, (iii) a pro forma consolidated balance sheet of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Recapitalized Business as of the end date of such Fiscal Quarter the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and consolidated statements a pro forma statement of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and operations for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 most recent Fiscal Year, interim period and 12-month period ending on the last day of such interim period, in each case adjusted to give effect to the Transaction, and any other transactions that would be required to be given pro forma effect by Regulation S-X for a copy Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be 118 reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in reasonable detail, that the total consolidated indebtedness of the annual audited report Recapitalized Business and its subsidiaries consisting of indebtedness for such Fiscal Year for Midwest, borrowed money (including therein consolidated balance sheets of Midwest as purchase money indebtedness) and capital leases (determined on a pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the end Recapitalized Business (calculated subject to the Closing Date adjustments set forth on Schedule 6.1(e) hereto) for the twelve-month period ending on the last day of such Fiscal Year and consolidated the fiscal quarter ending no more than 45 days prior to the Closing Date, (iv) interim financial statements of income the Recapitalized Business (with RSC as the reporting entity) for each month ended after the date of the last available quarterly financial statements and cash flows of Midwest or such Fiscal Year, at least 30 days prior to the Closing Date and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such (v) detailed projected consolidated financial statements present fairly in all material respects of the financial position Recapitalized Business for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; five Fiscal Years ending after the Closing Date, which projections shall (cx) as soon as available, one copy of any documents filed by Midwest with reflect the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) forecasted consolidated financial condition of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except Parent Borrower and its Subsidiaries after giving effect to the extent that such documents are made publicly available via Transaction and the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence related financing thereof, notice of any casualty, damage or loss to and (y) be prepared and approved by the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeParent Borrower.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Seller has delivered to Purchaser accurate and complete copies of the audited consolidated or combined balance sheets of the Target Group Companies as soon as available of December 31, 2005 and in any event within sixty (60) days after December 31, 2006, and the end related audited consolidated or combined statements of income, owners’ equity and cash flows for each of the first three Fiscal Quarters years then ended, and the notes and schedules thereto, prepared in conformity with GAAP, together with the reports thereon of each Fiscal Year of MidwestErnst & Young, consolidated balance sheets of Midwest independent public accountants (which will include results for its Consolidated Subsidiaries) as all of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for foregoing being herein collectively called the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;“Financial Statements”). (b) as soon as available The Financial Statements (i) have been prepared from the books and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy records of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated Target Group Companies in conformity with GAAP applied on a basis consistent in all material respects with prior periods;preceding years throughout the periods involved and (ii) fairly present, in all material respects, the consolidated or combined financial position of the Target Group Companies as of the respective dates thereof and the consolidated or combined results of operations and cash flows of the Target Group Companies for the periods then ended. (c) The Target Group Companies have not operated as soon as availableseparate “stand alone” entities within Seller’s affiliated group. As a result, one copy the Financial Statements include allocations to the Target Group Companies of any documents filed by Midwest certain allocated charges and credits in accordance with Seller’s customary practices. Such charges and credits do not necessarily reflect (i) the Securities and Exchange Commission amounts that would have resulted from arms-length transactions or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d(ii) (or any successor sections) all of the Securities Exchange Act expenses, costs and charges that would be necessary to properly operate the business of 1934, the Target Group Companies as amended (the a “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;stand alone” business. (d) within ten (10Except as set forth in Schedule 3.7(d) Business Days after each anniversary and for Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no Liabilities of any of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Target Group Companies of the Operative Documents; (e) nature required to be reflected as soon as possible a liability on a balance sheet prepared in accordance with GAAP, other than the TTL Debt and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains Liabilities (i) knowledge reflected or reserved against on the audited consolidated or combined balance sheet of the occurrence thereofTarget Group Companies as of December 31, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more 2006 or (ii) knowledge of (A) the occurrenceincurred since December 31, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change 2006 in the terms, coverage or amounts ordinary course of any policy of insurance which would result in such policy deviating from Prudent Industry Practicebusiness.

Financial Information. Midwest shall cause to be delivered to Sellers have previously furnished Buyer with true and complete copies of the Owner Trusteeaudited balance sheets of the Company and its Subsidiaries as of December 31, the Owner Lessor1996 and December 31, the Owner Participant1995, and the related audited statements of income, retained earnings and cash flows for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwestyears ended December 31, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as 1996 audited by Deloitte & Touche, the independent accountants of the end Company, together with the unqualified audit report of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for accountants with respect to such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements. Such financial statements present fairly in all material respects the financial position for the periods indicated have been prepared in conformity with GAAP consistently applied on and present fairly, in all material respects, and accurately, in all material respects, the financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the respective periods then ended. Sellers have also previously furnished the Buyer with a basis consistent with prior periods; (c) as soon as available, one correct and complete copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) unaudited balance sheets of the Securities Exchange Act Company as of 1934the last day of the fiscal quarters ended March 31, as amended 1997 and June 30, 1997, and the related quarterly unaudited statements of cash flows and retained earnings of the Company with respect to each of the fiscal quarters ended March 31, 1997 and June 30, 1997, certified by the chief executive officer and the chief accounting officer of the Company (including such certificates, the “Exchange Act”"Unaudited Quarterly Financial Statements"). To the best knowledge of Management of the Company, such financial statements have been prepared in conformity with GAAP, in all material respects, consistently applied (except for the absence of footnote disclosure) except and to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary best knowledge of the Plan Effective DateCompany present fairly, a certificate from Midwest’s insurers or insurance agents evidencing that in all material respects, and accurately, in all material respects, the insurance policies in place satisfy the requirements financial position and results of operations of the Operative Documents; Company as of and for the subject periods. Sellers have also previously furnished the Buyer with a correct and complete copy of the unaudited monthly balance sheets of the Company as of the last day of each month from January through June 1997, and the related monthly unaudited statement of income and retained earnings of the Company with respect to each month from January through June 1997 certified by the chief executive officer and the chief accounting officer of the Company (e) as soon as possible and including such certificates, the "Unaudited Monthly Financial Statements"). To the best knowledge of management of the Company, such financial statements have been prepared in any event within ten conformity with GAAP, in all material respects, consistently applied (10) Business Days after any Authorized Officer of Midwest obtains except for (i) the classified balance sheets, (ii) the absence of footnote disclosure, (iii) absence of the statement of cash flows and the statement of retained earnings and (iv) the reclassification of interest expense on the income statement) and to the best knowledge of the occurrence thereofCompany present fairly, notice in all material respects, and accurately, in all material respects, the financial position and results of operations of the Company as of and for the subject periods, except for normal recurring year-end adjustments. The Company and its Subsidiaries do not have any casualty, damage material liabilities or loss to the Facilityobligations of a type which should be included in or reflected as such in financial statements prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.yet due,

Financial Information. Midwest shall cause to be delivered The Seller has furnished to the Owner TrusteePurchaser true and complete copies of (i) the audited, consolidated financial statements of the Owner LessorSeller at and for the years ended December 31, 1998, 1997 and 1996 (the Owner Participant"Annual Statements"), (ii) the unaudited, consolidated financial statements of the Seller at and for the six (6) months ended June 30, 1999 (the "Interim Statements"), and for as long as (iii) the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end unaudited balance sheets of each of the first three Fiscal Quarters Subsidiaries as of July 31, 1999 (the "Subsidiaries' Balance Sheets") and unaudited statements of revenues and expenses of each Fiscal Year of Midwestthe Subsidiaries for the seven months ended July 31, 1999 (the "Subsidiary Operating Statements"). The Annual Statements and Interim Statements have been prepared in accordance with GAAP consistently applied. Each of the Annual and Interim Statements presents fairly, in all material respects, the consolidated balance sheets financial position of Midwest (which will include results for its Consolidated Subsidiaries) the Seller as of its date, and its earnings and cash flows for the end periods then ended, except that there is no statement of such Fiscal Quarter stockholders' equity for the Interim Statements. Each balance sheet contained in the Annual Statements fully sets forth on a consolidated basis all Assets and consolidated statements Liabilities of the Seller existing as of its date which, under GAAP, should be set forth therein, and each statement of earnings contained therein sets forth the items of income and cash flows expense of Midwest the Seller which should appear therein under GAAP. The Interim Statements have been prepared in accordance with GAAP (which will include except that notes have not been included) in a manner consistent with the Seller's past practices and present fairly, in all material respects, the consolidated financial position of the Subsidiaries as of its date and results for its Consolidated Subsidiaries) for such Fiscal Quarter and of operations for the period commencing at the then ended, subject to normal year-end of the previous Fiscal Year adjustments and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual accruals. The audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly of the Seller included in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as availablereports, one copy of any schedules, forms, statements and other documents required to be filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d("SEC") (or any successor sections) of in accordance with the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), from January 1, 1996 through the date hereof fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) except of the Seller and its consolidated subsidiaries as of the times and for the periods referred to therein, subject, in the case of the Interim Statements, to the extent that such documents are made publicly available via lack of footnotes and normal year-end adjustments and to any other adjustments or exceptions described therein, all in accordance with GAAP applied on a consistent basis through the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval periods involved (XXXXX) except as may be indicated therein or similar public electronic database; (d) within ten (10) Business Days after in the notes thereto). The Subsidiaries' Balance Sheets present fairly in accordance with GAAP the financial position of each anniversary of the Plan Effective DateSubsidiaries as of July 31, 1999, except that there are no footnotes to said Balance Sheets. All material information required by GAAP to be disclosed in footnotes to a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements balance sheet of each of the Operative Documents; (e) Subsidiaries as soon as possible and of July 31, 1999 is disclosed in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge one or more of the occurrence thereof, notice of any casualty, damage or loss schedules to this Agreement. The Subsidiary Operating Statements are consistent with the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change Assumptions made in the termsPro Forma Financial Statements and were prepared on a consistent basis with the Interim Financial Statements, coverage or amounts of any policy of insurance which would result although they were not necessarily prepared in such policy deviating from Prudent Industry Practiceaccordance with GAAP.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Attached as soon as available and in any event within sixty (60) days after the end of each Section 3.04 of the first three Fiscal Quarters Disclosure Schedule are (i) the unaudited pro-forma statement of each Fiscal Year net assets of Midwestthe DCB Business as at September 27, consolidated balance sheets 2013 and the related unaudited pro-forma statement of Midwest operations for the fiscal year ended September 27, 2013 (which will include results for its Consolidated Subsidiariesthe “Annual Pro-Forma Financial Statements”) and (ii) the unaudited pro-forma statement of net assets of the DCB Business (the “Interim Net Assets Statement”) as at June 27, 2014 (the “Net Assets Statement Date”) and the related unaudited pro-forma statement of operations of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and DCB Business for the period commencing nine (9) months ended on the Net Assets Statement Date (together with the Annual Pro-Forma Financial Statements, collectively, the “Pro-Forma Financial Statements”). The Pro-Forma Financial Statements, except as described therein or in Section 3.04 of the Disclosure Schedule, and except for the absence of footnotes, have been prepared in accordance with GAAP consistently followed throughout the periods indicated. The Pro-Forma Financial Statements fairly present, in all material respects, the financial position of the DCB Business at the end respective dates thereof and the results of the previous Fiscal Year and ending with operations of the end of such Fiscal Quarter;DCB Business for the respective periods covered thereby. (b) as soon as available and Seller has no Liabilities with respect to the DCB Business of a nature required to be reflected on a balance sheet prepared in any event within one-hundred-and-twenty accordance with GAAP, except (120i) days after those which are adequately reflected or reserved against in the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Interim Net Assets Statement as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest Net Assets Statement Date (or such Fiscal Year, and accompanied by referred to in the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(anotes thereto), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change those which have been incurred in the termsordinary course of business consistent with past practice since the Net Assets Statement Date and which are not, coverage individually or amounts in the aggregate, material in amount, (iii) Liabilities under an executory portion of any policy a contract (excluding Liabilities for breach, non-performance of insurance which would result in such policy deviating from Prudent Industry Practicedefault) and (iv) Liabilities disclosed on the Disclosure Schedule.

Financial Information. Midwest UPC Broadband shall cause to be delivered supply to the Owner Trustee, Facility Agent in sufficient copies for all the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLenders: (a) as soon as the same are available (and in any event within sixty (60) 150 days after of the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, its financial years) audited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated financial statements of income and cash flows of Midwest (which will include results UPC Broadband Holdco for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarterthat financial year; (b) as soon as the same are available (and, in any event, (in the case of its first three financial quarters in any financial year) within 60 days of the end of each of its financial quarters and (in the case of its fourth financial quarter in each financial year) within 150 days of the end of each such financial quarter), unaudited quarterly consolidated management accounts of UPC Broadband Holdco for that financial quarter in the agreed form; (c) together with any financial statements specified in paragraphs (a) or (b) above, a certificate signed by a director of UPC Broadband: (i) confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it; (ii) setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set out in Clause 24 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31 December 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 14.5 (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares); (iv) certifying current compliance with the Borrowers’ obligations under Clause 14.6(a) (Mandatory prepayment from disposal proceeds); and (v) certifying compliance with Clause 23.11(a) (Acquisitions and mergers); (d) as soon as the same is available (and in any event within one-hundred-and-twenty (120) 90 days after each of its financial quarters) the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the of UGC. for that financial position for the periods indicated in conformity with GAAP applied quarter on a basis consistent with prior periods; (c) Form 10Q as soon as available, one copy of any documents filed by Midwest with the United States Securities and Exchange Commission (the Commission) or any successor agency pursuant such other comparable form as UGC. is required to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of file with the Commission under the United States Securities Exchange Act of 19340000 (xxx 0000 Xxx) or, as amended (the “Exchange Act”) except if UGC. is no longer subject to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the reporting requirements of the Operative Documents1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (e) as soon as possible the same is available (and in any event within ten 180 days after each of its financial years) the audited consolidated financial statements of UGC. for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC. is required to file with the Commission under the 1934 Act or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (10f) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business Days after of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Authorized Officer of Midwest obtains Security Interest referred to in paragraph (i) knowledge of the occurrence thereofdefinition of Permitted Security Interest or any other form of recourse as contemplated by Clause 23.12(b)(xii) (Restrictions on Financial Indebtedness); and (g) details of the principal terms (including without limitation, notice details of the notional amount, the termination date and applicable rates) of any casualty, damage Senior Hedging Agreements or loss High Yield Hedging Agreements to which any member of the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving Borrower Group is a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice party within five Business Days of any cancellation, notice of threatened Senior Hedging Agreement or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeHigh Yield Hedging Agreement being entered into.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Disclosure Schedule Section 3.08(a) sets forth true, correct and in any event within sixty (60) days after the end of each complete copies of the first three Fiscal Quarters unaudited statements of each Fiscal Year of Midwest, consolidated operating income and unaudited balance sheets of Midwest for each Station for the calendar years ended December 31, 2010 and December 31, 2011 (which will include results the “Business Financial Statements”). The information provided in the Business Financial Statements was used to account for its Consolidated Subsidiaries) as the operations of the end Stations in the preparation of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such Xxxxxxxx’x consolidated financial statements for the respective periods covered thereby. The Business Financial Statements in the aggregate present fairly in all material respects the full and complete financial position and results of operations of each Station as operated by the Sellers as of the respective date thereof and for the respective periods indicated covered thereby, subject to normal recurring year-end adjustments (none of which would, individually or in conformity the aggregate, be material to the Business). The Sellers have not changed the allocation methods used with respect to its financial statements in the previous five years and has accounted for all ad sales included in the Business Financial Statements in the ordinary course of business. Except as set forth on Disclosure Schedule Section 3.08(a) and for the absence of footnotes, the Business Financial Statements were prepared in accordance with GAAP, consistently applied from period to period. Disclosure Schedule Section 3.08(a) sets forth the Broadcast Cash Flow of each Station (as derived from the Business Financial Statements) for the calendar years ended December 31, 2010 and December 31, 2011. (b) Except as set forth on Disclosure Schedule Section 3.08(b), neither the Sellers nor Xxxxxxxx has any liabilities that relate to the Stations or to which the Purchased Assets would be subject which would be required to be reflected or reserved against on a combined balance sheet of the Business prepared in accordance with GAAP applied on a basis consistent with prior periods; (c) as soon as availableor the notes thereto, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains liabilities (i) knowledge reflected or reserved against on the unaudited combined balance sheet of the occurrence thereofBusiness as of December 31, notice of any casualty2011, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge incurred after December 31, 2011 in the ordinary course of business, (Aiii) that are Excluded Liabilities, (iv) liabilities to be performed after the occurrence, notice of any cancellation, notice of threatened or potential cancellation date hereof pursuant to the Material Assumed Contracts or (Bv) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceas contemplated by this Agreement.

Financial Information. Midwest shall cause to be delivered (i) Within one hundred and thirty (130) days after the end of each fiscal year of MAPL, MPC and MSC (beginning with the fiscal year ended December 31, 2006), deliver to the Owner TrusteeFacility Agent copies for the Lenders of MAPL’s consolidated balance sheet, the Owner Lessorincome statement and cash flow statement, the Owner ParticipantMPC’s unconsolidated balance sheet, income statement and cash flow statement, and for MSC’s unconsolidated balance sheet, income statement and cash flow statement, in each case, as long as the Lien of the Lease Indenture has not been terminated or dischargedend of and for such fiscal year duly certified by the independent accountants of MAPL, the Lease Indenture Trustee MPC and the Pass Through Trustee:MSC as being prepared in accordance with IFRS; (aii) as soon as available and in any event within Within sixty (60) days after the end of each of fiscal quarter (other than the first three Fiscal Quarters last fiscal quarter) of each Fiscal Year fiscal year of MidwestMAPL, MPC and MSC (beginning with the fiscal quarter ending June 30, 2006) deliver to the Facility Agent copies for the Lenders of MAPL’s unaudited consolidated balance sheets of Midwest sheet, income statement and cash flow statement (which will include results for its Consolidated Subsidiaries) are not prepared with disclosure notes), MPC’s unaudited unconsolidated balance sheet, income statement and cash flow statement (which are not prepared with disclosure notes), and MSC’s unaudited unconsolidated balance sheet, income statement and cash flow statement (which are not prepared with disclosure notes), in each case, as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter fiscal quarter duly certified (subject to year-end adjustments) by a Responsible Officer of MAPL, MPC or MSC, as applicable, as having been prepared in accordance with IFRS and for as having been fairly stated in all material respects. All such financial statements described in (i) and (ii) shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with IFRS (except as approved by such accountants or officer, as the period commencing at the end of the previous Fiscal Year case may be, and ending with the end of such Fiscal Quarterdisclosed in reasonable detail therein); (biii) as Concurrently with any delivery of financial statements under paragraphs (i) or (ii) above, deliver to the Facility Agent a certificate of the chief financial officer, treasurer or controller of MAPL (i) certifying that, to the knowledge of such officer, no Event of Default or Default has occurred or, if an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail demonstrating compliance with each of its financial covenants; (iv) As soon as available reasonably practicable after the request by any Lender, deliver to such Lender all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act or comparable Laws of any other jurisdiction to which such Lender is subject; (v) Promptly, but in any event within one-hundred-and-twenty five (1205) days after Business Days of a senior executive officer of MAPL having notice or obtaining knowledge thereof, give notice to the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy Facility Agent of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets occurrence of Midwest as any Default or Event of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsDefault; (cvi) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) Within five (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (105) Business Days after each anniversary of a senior executive officer of MAPL having notice or obtaining knowledge thereof, give notice to the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents;Facility Agent of: (ea) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facilityof any of MPC’s, MSIC’s or MSC’s assets, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss (x) of $5,000,000 USD20,000,000 or more (or the equivalent in other currency) or (iiy) knowledge that would reasonably be expected to result in a Material Adverse Effect. (b) any notice of an event of force majeure under any Material Contract; (Ac) the occurrence, notice initiation of any cancellation, notice of threatened Expropriation Event involving MAPL or potential any other Guarantor; (d) any cancellation or (B) any material change in the terms, coverage or amounts non-renewal without replacement of any policy of insurance which required to be maintained pursuant to the Finance Documents; (e) any breach by any party to any Material Contract, or the receipt of written notice of any breach under any Material Contract, if such breach would reasonably be expected to result in a Material Adverse Effect; (f) any ERISA Events; (g) any Change of Control; (h) any executed amendment, waiver, modification or supplement to either ECA; (i) any amendment, waiver, modification or supplement to either ECA proposed by MAPL or its Subsidiaries (1) that would be reasonably likely to have a Material Adverse Effect or (2) after giving effect thereto, a Default or Event of Default shall occur and be continuing or would result therefrom; (j) notice has been delivered of any exercise of any buyout right under either ECA; (k) any negative change in the Borrower’s credit rating from Mxxxx’x or S&P; (l) any litigation, investigation or proceeding to which any Loan Party is a party or to which it is subject that would reasonably be expected to have a Material Adverse Effect; (vii) Deliver to the Facility Agent as soon as reasonably practicable such policy deviating other information relating to the then existing financial condition of the Borrower, MAPL and its Subsidiaries as the Facility Agent may from Prudent Industry Practice.time to time reasonably request, subject to an agreed upon confidentiality provision or except when the disclosure of which is prohibited by Law; (viii) Deliver within five Business Days after the same are sent, copies of all financial statements and any material reports that MAPL or the Borrower sends to the holders of any class of its debt securities or public equity securities; and (ix) Deliver on the Signing Date and within 10 Business Days of the annual insurance renewal date, an insurance certificate or cover note of MPC’s and MSC’s insurers or insurance agents describing insurance policies that are in place;

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available The Company Disclosure Letter sets forth a true, complete and in any event within sixty (60) days after the end accurate copy of each of (i) the first three Fiscal Quarters of each Fiscal Year of Midwest, audited consolidated balance sheets sheet of Midwest (which will include results for the Company and its Consolidated Subsidiaries) subsidiaries as of December 31, 2006 (the end of such Fiscal Quarter “2006 Audited Balance Sheet”) and the audited consolidated statements of income and cash flows of Midwest (which will include results for the Company and its Consolidated Subsidiaries) for such Fiscal Quarter and subsidiaries for the period commencing at from May 11, 2006 to December 31, 2006 (together with the end 2006 Audited Balance Sheet, the “2006 Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the previous Fiscal Year Company and ending its subsidiaries as of September 30, 2007 (the “Interim Company Balance Sheet” and, such Interim Company Balance Sheet together with the end 2006 Audited Balance Sheet, the “Company Balance Sheets”) and the unaudited consolidated statement of such Fiscal Quarter; income of the Company and its subsidiaries for the nine-month period ended September 30, 2007 (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing together with the 2013 Fiscal YearInterim Company Balance Sheet, a copy the “Interim Company Financial Statements” and, such Interim Company Financial Statements together with the 2006 Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP, except in the case of the annual audited report Interim Company Financial Statements for such Fiscal Year for Midwest, including therein consolidated balance sheets normal year-end adjustments and the omission of Midwest as full footnotes. Each of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present Company Balance Sheets presents fairly in all material respects the financial position condition of the Company and its subsidiaries as of such date and each income statement included in the Company Financial Statements presents fairly in all material respects the results of operations of the Company and its subsidiaries for the periods indicated covered thereby. (b) Except for matters reserved against in the Company Financial Statements, each of the Company and any Cap Rock Entity had not at September 30, 2007, and has not incurred since that date, any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) of any nature that would be required by GAAP to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities or obligations which were incurred in the ordinary course of business consistent with past practice. (c) The Cap Rock Entities maintain a system of internal accounting controls that is, to the Company’s Knowledge, sufficient to provide reasonable assurances that (i) normal course business transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied on a basis consistent and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with prior periods; management’s general or specific authorization; and (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (Aiv) the occurrence, notice of recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicedifferences.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty Schedule 3.4(a) sets forth (60i) days after the end of each unaudited consolidated balance sheet of the first three Fiscal Quarters Seller as of each Fiscal Year of MidwestDecember 31, 2016 (such schedule, the “Balance Sheet” and such date, the “Balance Sheet Date”); (ii) the unaudited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) the Seller as of December 31, 2015 and (iii) the end of such Fiscal Quarter and unaudited consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and the Seller for the period commencing years ended December 31, 2015 and 2016 (the financial statements referred to in the foregoing clauses (i) and (ii), collectively, the “Financial Statements”). The Financial Statements (A) are true, accurate and complete, (B) are consistent, in all material respects, with the Seller Parties’ books and records, (C) present fairly and accurately the financial position of Seller as of the respective dates thereof and the results of operations of Seller and the Business as of and through such dates and (D) except as set forth on Schedule 3.4(a), have been prepared in accordance with GAAP consistently applied by the Seller Parties throughout the periods covered thereby, subject to the absence of footnotes and normal year-end adjustments, which are expected to be immaterial in nature and amount. The Seller Parties have made and kept (and given Purchaser access to) their true, correct and complete books and records and accounts, which, in reasonable detail, accurately and fairly reflect the activities of Seller and the Business. The Seller Parties have not engaged in any transaction, maintained any bank account or used any corporate funds with respect to the Business, except for transactions, bank accounts and funds which (x) have been and are reflected in the books and records to which Seller has given Purchaser access or (y) were conducted or maintained at the end of corporate parent level by Seller Parent and did not specifically involve the previous Fiscal Year and ending with the end of such Fiscal Quarter;Business. (b) as soon as available Schedule 3.4(b) sets forth a true, correct and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy complete itemization of the annual audited report for such Fiscal Year for Midwestaccounts receivable (including aging) of Seller and, including therein consolidated balance sheets to the extent related to the Business, of Midwest Seller Parent as of January 31, 2017 (such accounts receivable, together with all accounts receivable set forth in the end final Statement of such Fiscal Year and consolidated statements Closing Working Capital, the “Accounts Receivable”). The Accounts Receivable represent bona fide claims against debtors for sales, services performed or other charges arising on or before the respective dates of income and cash flows of Midwest or such Fiscal Yearrecording thereof, and accompanied by all of the opinion of KPMG LLP goods delivered and services performed which gave rise to the Accounts Receivable were delivered or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly performed in all material respects in accordance with applicable orders, Contracts or customer requirements. All Accounts Receivable will be collected in the financial position Ordinary Course of Business within four months of the Closing Date, less an amount in the aggregate not in excess of the allowance for doubtful accounts reflected in the periods indicated in conformity with GAAP applied on a basis consistent with prior periods;final Statement of Closing Working Capital. (c) Schedule 3.4(c) sets forth an accurate and complete breakdown and aging as soon as availableof January 31, one copy 2017 of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a)(i) all accounts payable of Seller and, 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via primarily related to the Securities Business, of Seller Parent, (ii) all notes payable of Seller and, to the extent primarily related to the Business, of Seller Parent and Exchange Commission’s Electronic Data(iii) all Indebtedness of Seller and, Gatheringto the extent primarily related to the Business, Analysis and Retrieval (XXXXX) or similar public electronic database;of Seller Parent. (d) within ten (10Schedule 3.4(d) Business Days after each anniversary sets forth an accurate and complete breakdown by customer of all revenues of the Plan Effective DateBusiness on a quarterly basis for the years ended December 31, a certificate from Midwest’s insurers or insurance agents evidencing that 2015 and December 31, 2016. Such revenue has been recognized in accordance with GAAP consistently applied by Seller Parent in its financial statements throughout the insurance policies in place satisfy the requirements of the Operative Documents;periods covered thereby. (e) Except as soon set forth on Schedule 3.4(e), the Seller Parties maintain a system of accounting and internal controls and procedures as possible are necessary in all material respects to provide assurances that: the Financial Statements are complete and accurate in all material respects. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that could reasonably be expected to adversely affect in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge material respect the Seller Parties’ ability to record, process, summarize and report financial information, and there is no fraud that involves management of the occurrence thereofSeller or, notice to the extent related to the Business, the Seller Affiliates. (f) Neither Seller nor, to the extent related to the Business, any Seller Affiliate has ever applied for or is subject to any arrangement for receipt or repayment of any casualtygrant, damage subsidy or loss financial assistance from any Governmental Authority, including, without limitation, the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor, the Investment Center of the Israeli Ministry of Industry, Trade and Labor established under the Israel Law for the Encouragement of Capital Investments-1959, the BIRD Foundation or any other grant programs for research and development, the European Union or the Fund for Encouragement of Marketing Activities of the Israeli Government (each of the foregoing, a “Governmental Grant”). None of the Purchased Assets is subject to the Facilityany limitations, whether restrictions, obligations or not insured, through fire, theft, other hazard Liabilities by virtue or casualty, involving as a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice result of any cancellation, notice of threatened or potential cancellation or (B) Governmental Grant made available to any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceother Person.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, The consolidated balance sheets of Midwest (the Borrower and Guarantor as of December 31, 2000 and December 31, 2001 and the consolidated statements of income, retained earnings and cash flow of the Borrower and Guarantor for the Fiscal Years then ended, certified by the Borrower’s independent certified public accountants, copies of which will include results for have been delivered to the Lender Parties, were prepared in accordance with GAAP consistently applied and fairly present the consolidated financial position of the Borrower and its Consolidated Subsidiaries) , as of the end respective dates thereof and the results of operations and cash flow of the Guarantor, the Borrower and its Consolidated Subsidiaries for the periods then ended. No Borrower Party nor any Consolidated Subsidiary on such Fiscal Quarter dates had any material Contingent Obligations, liabilities for Taxes or long-term leases, forward or long-term commitments or unrealized losses from any unfavorable commitments that are not reflected in the foregoing statements or in the notes thereto and which are Material. The unaudited consolidated balance sheet of the Guarantor as at September 30, 2001, March 31, 2002 and June 30, 2002 and related statements of income income, retained earnings and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and flow for the period commencing at then ended, certified by the end Chief Financial Officer of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal YearGuarantor, a copy of which has been delivered to the annual audited report for such Fiscal Year for MidwestLender, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly were prepared in all material respects the financial position for the periods indicated in conformity accordance with GAAP consistently applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via noted therein) and fairly present the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary consolidated financial position of the Plan Effective DateGuarantor, a certificate the Borrower and the Consolidated Entities as of such date and the results of operations and cash flow for the period covered thereby, subject to normal year-end audit adjustments. No Borrower Party nor any Consolidated Entity had on such date any material Contingent Obligations, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized losses from Midwest’s insurers any unfavorable commitments which are not reflected in the foregoing statements or insurance agents evidencing that in the insurance policies notes thereto and which are Material. Except as otherwise disclosed in place satisfy writing to and approved in writing by the requirements Agent prior to the date hereof, with respect to the Projections: (a) all assumptions made therein were, in the Borrower Parties’ reasonable business judgment, reasonable under the circumstances existing at the time of preparation of the Operative Documents; Projections, and (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (Ab) the occurrenceforecasts or projections contained therein were, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the termsBorrower Parties’ reasonable business judgment, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicereasonably based on the assumptions contained therein.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The consolidated and consolidating balance sheet of FFCC and its consolidated Subsidiaries as soon as available at December 31, 1995 and the related consolidated and consolidating statements of income, retained earnings and cash flows for the fiscal year then ended, including in any event within sixty (60) days after each case the end related schedules and notes, reported on by Price Waterhouse, true copies of which have been previously delivered to each of the first three Fiscal Quarters Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of each Fiscal Year FFCC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending period, in accordance with the end of such Fiscal Quarter;GAAP applied on a consistent basis. (b) as soon as available The unaudited consolidated and in any event within one-hundred-and-twenty (120) days after the end consolidating balance sheet of each Fiscal Year of MidwestBorrower and its consolidated Subsidiaries as at June 30, commencing with 1996, and the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated related unaudited combined statements of income income, retained earnings and cash flows of Midwest or such Fiscal Yearfor the six months then ended, and accompanied certified by the opinion chief financial officer of KPMG LLP or other internationally recognized independent auditors selected by MidwestFFCC, true copies of which report shall state that have been previously delivered to each of the Lenders, are complete and correct and fairly present the consolidated and consolidating financial condition of FFCC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for such consolidated financial statements present fairly in all material respects the financial position for the periods indicated period in conformity with GAAP applied on a basis consistent with prior periods;the financial statements referred to in subsection (a) of this Section 4.4, subject to normal year-end audit adjustments. (c) as soon as availableExcept for Indebtedness created by the issuance of the Senior Notes, one copy neither Borrower has any material liability of any documents filed by Midwest with kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and no condition, situation or set of circumstances exists that could be reasonably expected to result in such a liability, in each case that is not reflected in the Securities financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and Exchange Commission or any successor agency the Lenders pursuant to Section 13(a), 13(c), 14 5.1(a)(i) or 15(d(ii) (or any successor sections) other than liabilities permitted hereunder and incurred after the date of such most recent financial statements and to be reflected in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except next financial statements to be delivered to the extent that such documents are made publicly available via Agent and the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval Lenders pursuant to Section 5.1 (XXXXXa)(i) or similar public electronic database;(ii)). (d) within ten (10) Business Days after each anniversary of the Plan Effective DateSince December 31, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof1995, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any no material adverse change has occurred in the termsbusiness, coverage financial condition or amounts results of any policy operations of insurance which would result in such policy deviating from Prudent Industry PracticeFFCC and its Subsidiaries, taken as a whole.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and Set forth in any event within sixty the Disclosure Statement are (60i) days after the end audited balance sheet of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) Freedom as of December 31, 2006 and the end of such Fiscal Quarter and consolidated related audited statements of income operations, stockholders’ equity and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at ended December 31, 2006 (the end “Freedom Audited Financial Statements”) and (ii) the unaudited balance sheet of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Freedom as of March 31, 2007 (the end of such Fiscal Year “March 31, 2007 Freedom Balance Sheet”) and consolidated the related statements of income operations, stockholder’ equity and cash flows for the three month period ended March 31, 2007 (the “Freedom Interim Financial Statements” and collectively, with the Freedom Audited Financial Statements and the notes to each of Midwest or such Fiscal Yearthem are the “Freedom Financial Statements”). Except as disclosed in the Disclosure Statement, the Freedom Financial Statements have been prepared from and accompanied by in accordance with the opinion books, accounts and financial records of KPMG LLP or other internationally recognized independent auditors selected by MidwestFreedom and its Subsidiaries (which accurately and consistently reflect all material transactions to which Freedom and its Subsidiaries were parties during the periods set forth) and present fairly, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated respects, in conformity with GAAP applied on a basis consistent basis, the financial position of Freedom and its Subsidiaries as of the dates set forth therein and their results of operations and cash flows for the periods set forth therein. Freedom has established adequate internal controls for companies whose securities are listed on the American Stock Exchange for purposes of preparing its periodic financial statements and the Freedom Financial Statements. (b) Freedom has no Liabilities of any kind or character, except for Liabilities (i) disclosed in the Disclosure Statement, (ii) in the amounts set forth or reserved on the March 31, 2007 Freedom Balance Sheet or the notes thereto, including contingent liabilities expressly set forth therein, (iii) arising in the ordinary course of business consistent with prior periods;past practices since March 31, 2007, (iv) Liabilities under this Agreement or the other Transaction Documents or expressly permitted to be incurred under this Agreement or the other Transaction Documents or, disclosed in this Agreement or the other Transaction Documents or the Schedules and Exhibits to this Agreement or the Disclosure Statement or the other Transaction Documents, or (v) Liabilities that would not have a Freedom Material Adverse Effect. (c) Buyers do not now conduct and have never conducted any business or operations and have not engaged in any other material transaction other than valuation and pursuit of transactions such as soon the Transaction, the Transaction and as available, one copy of any documents set forth in Freedom SEC Reports filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except prior to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary date of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicethis Agreement.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available Section 3.06(a) of Parent Disclosure Schedule sets forth true, correct and complete copies of (i) the audited consolidated financial statements (consisting of the balance sheet and the related statements of income) of Xxxxxxx Xxxxxxxxxxx, Ltd. and the audited financial statements (consisting of the balance sheet and the related statements of income) Validus Reinsurance (Switzerland) Ltd. (each such entity, together with any other Company Group Entity in any event within sixty the business of actively assuming, by way of reinsurance, insurance or reinsurance risks on its paper, a “Reinsurance Entity”), in each case, for the financial year ending on December 31, 2022 (60the “Audited Financial Statements”), and the unaudited financial statements (consisting of the balance sheet and the related statements of income) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of MidwestReinsurance Entities, consolidated balance sheets of Midwest for the fiscal quarter ending on March 31, 2023 (which will include results for its Consolidated Subsidiariesthe “Interim RE Financial Statements”), (ii) as the unaudited financial statements (consisting of the end of such Fiscal Quarter balance sheet and consolidated the related statements of income income) of (x) Validus Holdings and cash flows of Midwest its subsidiaries (which will include results for on a consolidated basis) and (y) Validus Specialty and its Consolidated Subsidiaries) for such Fiscal Quarter and subsidiaries (on a consolidated basis), in each case, for the period commencing at financial year ending on December 31, 2022 (the end “Unaudited Financial Statements”), and the financial quarter ending on March 31, 2023 (the “Interim Non-RE Financial Statements”, and together with the Interim RE Financial Statements, the “Interim Financial Statements”) and (iii) the pro forma unaudited financial statements (consisting of the previous Fiscal Year balance sheet and related statements of income) of Validus Specialty and its subsidiaries (on a consolidated basis) in each case after giving effect to Parent Restructuring Transactions for the financial year ending December 31, 2022 and the financial quarter ending on March 31, 2023 (the “Pro Forma Financial Statements” and together with the end Audited Financial Statements, the Unaudited Financial Statements, and the Interim Financial Statements, collectively, the “Financial Statements”). The Financial Statements were derived from and prepared in accordance with the books and records of such Fiscal Quarter;the applicable Company Group Entities. (b) The Audited Financial Statements (except as soon expressly set forth in such Financial Statements) have been prepared, in all material respects, in accordance with GAAP on a consistent basis throughout the periods presented (except as available may be indicated in the notes thereto) and fairly present in all material respects the financial position of Xxxxxxx Xxxxxxxxxxx, Ltd. and Validus Reinsurance (Switzerland) Ltd. as and at December 31, 2022 and the results of operations for the twelve month periods then ended, in accordance with GAAP, on a consistent basis throughout the periods presented (except as may be indicated in the notes thereto). The Unaudited Financial Statements (except as expressly set forth in such Financial Statements) have been prepared, in all material respects, in accordance with GAAP, as applied on a consistent basis throughout the periods presented (except for the absence of certain footnote disclosures and for normal and recurring year-end audit adjustments) and fairly present in all material respects the financial position of Validus Holdings (on a consolidated basis) and Validus Specialty (on a consolidated basis), as applicable as and at December 31, 2022 and March 31, 2023 and their respective results of operations for the twelve (12) month period and three (3) month period then ended, respectively, in accordance with GAAP, and the Transaction Accounting Principles, each as applied on a consistent basis throughout the periods presented (except for the absence of certain footnote disclosures and for normal and recurring year-end audit adjustments). The Pro Forma Financial Statements have been prepared, in all material respects, in accordance with the Transaction Accounting Principles and fairly present in all material respects the financial position and results of operations of Validus Specialty as at December 31, 2022 and March 31, 2023 and for the twelve month and three (3) month period then ended, respectively, after giving effect to Parent Restructuring Transactions. (c) Since January 1, 2021, each Reinsurance Entity has filed or submitted all statutory financial statements, together with any event within one-hundred-and-twenty exhibits, schedules and notes thereto (120) days after collectively, the end “Statutory Statements”), required to be filed with or submitted to the appropriate insurance regulatory authorities of each Fiscal Year jurisdiction in which such Reinsurance Entity is licensed or authorized on forms prescribed or permitted by such insurance regulatory authority, except for such failures to file or submit that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Parent has Made Available to the Acquiror true and complete copies of Midwestthe Statutory Statements for each quarterly and annual period from January 1, commencing 2021, to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the 2013 Fiscal Yearapplicable insurance regulatory authority. The Statutory Statements have been prepared in all material respects in accordance with the Applicable SAP consistently applied throughout the periods covered thereby, a copy were derived from the books and records of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year applicable Reinsurance Entity and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the statutory financial position of such Reinsurance Entity as of the respective dates thereof and the results of operations(or stockholders’ equity, as applicable) of such Reinsurance Entity for the respective periods then ended (subject, in the case of the unaudited Statutory Statements, to normal year-end adjustments). The Statutory Statements complied in all material respects with all applicable Laws when filed or submitted, and no material violation or deficiency has been asserted by any Governmental Authority with respect to any of the Statutory Statements that has not been cured or otherwise resolved to the satisfaction of such Governmental Authority. The statutory balance sheets and income statements included in the annual Statutory Statements have been audited by the Company Group Entity’s independent auditors, and the audit opinions Made Available to the Acquiror are true and complete. Except as indicated therein, the admitted assets that are reflected on the Statutory Statements comply in conformity all material respects with GAAP applied on a basis consistent all applicable Laws with prior periods; (c) respect to admitted assets and are in an amount at least equal to the minimum amount required by applicable Laws. Except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to set forth in Section 13(a), 13(c), 14 or 15(d) (or any successor sections3.06(c) of the Securities Exchange Act Parent Disclosure Schedule, no Reinsurance Entity has obtained any permitted accounting practice from any insurance regulatory authority that is currently in effect or was in effect at any time since January 1, 2021, and the Statutory Statements were not prepared on the basis of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;any permitted accounting practice. (d) within ten (10) Business Days after each anniversary Parent has implemented and maintains, with respect to the Company Group Entities, a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of the Plan Effective DateFinancial Statements and the Statutory Statements for external purposes in accordance with GAAP, a certificate from Midwestthe Applicable SAP, applicable Law or accounting standards to the extent applicable to such entity, including the following: (i) transactions are executed in accordance with management’s insurers general or insurance agents evidencing specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, Applicable SAP, applicable Law or accounting standards to the extent applicable to such entity; and (iii) access to and disposition of assets is permitted only in accordance with management’s general or specific authorization. Since January 1, 2021, there have been no disputes between any Company Group Entity and its external auditor. Since January 1, 2021, there has been no material weakness or significant deficiency in any Company Group Entity’s internal control over financial reporting that the insurance policies in place satisfy the requirements of the Operative Documents;remains unremediated. (e) The books and records of each Company Group Entity have been maintained in all material respects in accordance with applicable Law and sound business practices. (f) Section 3.06(f) of Parent Disclosure Schedule sets forth a true and complete list of all outstanding Indebtedness of the Company Group Entities (other than Indebtedness between the Company Group Entities) as soon of the date hereof having an outstanding principal amount in excess of ten million dollars ($10,000,000). Except as possible would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Group Entities is in default, and no waiver of default is presently in effect, in respect of the payment of any event within ten principal or interest on any such Indebtedness referred to in the previous sentence. (10g) Business Days after any Authorized Officer of Midwest obtains The insurance loss reserves contained or reflected in the financial statements delivered pursuant to this Section 3.06, except as otherwise noted in such financial statements and notes thereto, (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or have been computed in all material respects in accordance with generally accepted actuarial standards consistently applied; (ii) knowledge are fairly stated, in all material respects, in accordance with sound actuarial principles as of the date of such financial statements and (iii) were determined, in all material respects, in accordance with GAAP or the Applicable SAP, consistently applied, and all applicable requirements of Law. (h) Parent has Made Available to the Acquiror a true and complete copy of the actuarial report prepared by Xxxxxxxx, Inc. (the “Actuarial Firm”) with respect to the business of the Company Group Entities titled “Xxxxxxx Xxxxxxxxxxx, Ltd. Analysis of Unpaid Claim Liabilities as of December 31, 2022” and dated as of May 2, 2023, and all attachments, addenda, supplements and modifications thereto as of the date hereof (collectively, the “Actuarial Reports”). The historical financial and actuarial information and data furnished by Parent and its Affiliates in writing to the Actuarial Firm expressly in connection with the preparation of the Actuarial Reports were (i) obtained from the books and records of the Company Group Entities, (ii) generated from the same underlying sources and systems that were utilized by Parent or its applicable Affiliates to prepare the Statutory Statements for the year ended December 31, 2022 to the extent applicable and (iii) true and complete in all material respects for the periods covered in such reports as of the date delivered. The Actuarial Firm has not issued to Parent or any of its Affiliates any written revised Actuarial Reports as of the date hereof, nor has the Actuarial Firm notified Parent or any of its Affiliates that the Actuarial Reports are inaccurate in any material respect. (i) Section 5.11(b)(i) and 5.11(b)(ii) of the Parent Disclosure Schedule contains a true, correct and complete list as of the date hereof of (Ai) all outstanding letters of credit, surety bonds, performance bonds, letters of comfort, and similar instruments (whether outstanding as of the occurrencedate hereof or on or after the date hereof, notice “Letters of any cancellationCredit”) which Letters of Credit are outstanding as of the date hereof, notice specifying in each case the face or balance amount thereof, the issuer thereof, and the beneficiary thereof and (ii) all outstanding guarantees, indemnities, sureties and other credit support or assurances(the “Business Guarantees”), which Business Guarantees are in effect as of threatened or potential cancellation or (B) any material change the date hereof, along with true, correct and complete copies thereof, in the terms, coverage case of each of clauses (i) and (ii) as are provided by Parent or amounts any of its Affiliates (other than any policy of insurance which would result the Company Group Entities) in such policy deviating from Prudent Industry Practicesupport of the Company Group Entities or the business of the Company Group Entities.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Annexed hereto as soon as available and in any event within sixty Schedule 5.8(a) are (60i) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, unaudited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated financial statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter IDF as at December 31, 1996 and for the period commencing six months ended December 31, 1996, including balance sheet, statements of operations, statements of stockholders' equity, and statements of cash flow, as reviewed but not audited by Xxxxx, Xxxxxx & Company LLP, and the unaudited consolidated balance sheet and statement of operations as at March 31, 1997 and for the end nine months then ended, as prepared by management of IDF (collectively, the previous Fiscal Year "IDF Unaudited Financial Statements"); and ending with (ii) the end audited consolidated financial statements of such Fiscal Quarter;IDF as at June 30, 1996 and June 30, 1995 and for the two fiscal years then ended, including balance sheets, statements of operations, statements of stockholders' equity, and statements of cash flow, as audited by Xxxxx, Xxxxxx & Company LLP (the "IDF Audited Financial Statements"). Such IDF Unaudited Financial Statements and IDF Audited Financial Statements are herein collectively referred to as the "IDF Financial Statements." (b) as soon as available The IDF Financial Statements: (i) are true, complete and correct in any event within one-hundred-and-twenty (120) days after all respects and present fairly the end consolidated financial position of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest IDF and its Subsidiaries as of the end of such Fiscal Year dates thereof and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated reflected therein, all in conformity with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis; (ii) make full and adequate provision, in accordance with GAAP for the various assets and liabilities of IDF on a basis and the results of its operations and transactions in its accounts, as of the dates and for the periods referred to therein; (iii) reflect only assets and liabilities and results of operations and transactions of IDF, and do not include or reflect any assets, liabilities or transactions of any corporation or entity except IDF and its Subsidiaries; and (iv) were prepared from, and are consistent with prior periods;with, the books and records of IDF, which accurately and consistently reflect all transactions to which IDF was and is a party; provided, that the IDF Unaudited Financial Statements omit footnote disclosures required under GAAP and are subject to fiscal year end audit adjustments which would not, individually or in the aggregate, be material. (c) Except as soon expressly set forth in the IDF Financial Statements and/or in the Schedules to this Agreement, or arising in the normal course of IDF's business since March 31, 1997, there are as availableat the date hereof, one copy of no liabilities or obligations (including, without limitation, any documents filed by Midwest with the Securities and Exchange Commission tax liabilities or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsaccruals) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the FacilityIDF, whether absolute, accrued, contingent or not insuredotherwise and whether due or to become due, through firethat are, theft, other hazard singly or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the termsaggregate, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicematerial.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty complete copies of (60i) days after the end unaudited book trial balance sheet of each Company as of March 31, 1997, and the related unaudited trial statement of income, for the three months then ended, in the case of WhalenCo, and since inception, in the case of Xxxxxx Service, and (ii) the unaudited book trial balance sheet of WhalenCo as of December 31, 1996, and the related unaudited trial statement of income for the year then ended (together with the financial information referred to in (i), the "Unaudited Financial Information") are included in the Xxxxxx Disclosure Schedule. The Unaudited Financial Information is subject to adjustment in connection with an audit of such Unaudited Financial Information, for among other things, the allowance for doubtful accounts, foreign currency valuations, revenue recognition and expense accruals. (b) True and complete copies of the first three Fiscal Quarters audited financial statements of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) WhalenCo as of and for the end of such Fiscal Quarter and consolidated fiscal year ended December 31, 1995 (including, without limitation, the related balance sheets, statements of income income, statements of stockholder's equity, statements of cash flows and all notes, schedules and exhibits thereto) (the "Audited Financial Statements") have been delivered to Tetra Tech prior to the date hereof, and no changes have been made thereto since the date of delivery. Except as expressly set forth or disclosed in the notes, exhibits or schedules thereto or in the Xxxxxx Disclosure Schedule, the Audited Financial Statements (i) present fairly the financial position, results of operations and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter WhalenCo as of and for the period commencing at periods then ended, (ii) were prepared in accordance with generally accepted accounting principles ("GAAP"), (iii) to the end knowledge of the previous Fiscal Year Companies and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of MidwestPrincipal Stockholder, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwestdisclose all liabilities, including therein consolidated balance sheets of Midwest contingent and/or unmatured liabilities as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yeardates thereof, which are required by GAAP to be disclosed thereon, and accompanied by (iv) reflect that WhalenCo has set aside adequate reserves for all taxes with respect to the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in period then ended and all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy and with respect to receivables, for all reasonably anticipated uncollectible amounts, losses and costs and expenses, including those reserves necessary for conversion of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant cash method accounting to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practiceaccrual method accounting.

Financial Information. Midwest shall cause The Company previously has provided to be delivered to the Owner Trusteeeach Investor its consolidated balance sheet as of June 30, the Owner Lessor, the Owner Participant1997, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and related consolidated statements of income operations, stockholders' equity and cash flows for the year then ended (the "Audited Financials"), as audited by Coopers & Lybrxxx X.X.P., who issued their report thereon dated September 26, 1997. Attached hereto as Exhibit F is an unaudited consolidated balance sheet of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter the Company as of November 30, 1997 and the related unaudited consolidated statement of operations for the period commencing at then ended (the end of the previous Fiscal Year and ending "Unaudited Financials" and, together with the end of such Fiscal Quarter; (b) as soon as available Audited Financials, the "Financial Statements"). The Financial Statements are complete and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly correct in all material respects respects; are in accordance with the financial position for books of account, ledgers and records of the periods indicated Companies; have been prepared in conformity with GAAP applied generally accepted accounting principles applied, in the case of the Unaudited Financials, on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) that of the Securities Exchange Act Audited Financials; and present fairly the consolidated financial position, results of 1934operations and cash flows of the Companies as of the respective dates thereof. Except as reflected in the Unaudited Financials, as amended (in the “Exchange Act”) except footnotes to the extent that such documents are made publicly available via the Securities Audited Financials and Exchange Commission’s Electronic Datain Part 2.5 of Schedule 1, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary none of the Plan Effective DateCompanies has on the date hereof, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements and none of the Operative Documents; (e) Companies will have as soon as possible and in of the First Closing, any event within ten (10) Business Days after any Authorized Officer of Midwest obtains obligation or liability, contingent or otherwise, other than (i) knowledge liabilities incurred in the ordinary course of business and consistent with past practice since the date of the occurrence thereofAudited Financials, notice of any casualtywhich liabilities are not, damage individually or loss in the aggregate, material to the FacilityCondition of the Companies, whether or not insured, through fire, theft, other hazard or casualty, involving taken as a probable loss of $5,000,000 or more or whole (ii) knowledge obligations under Scheduled Contracts or Contracts of a type not required to be listed as Scheduled Contracts, and (Aiii) the occurrenceobligations and liabilities which, notice of any cancellation, notice of threatened individually or potential cancellation or (B) any material change in the termsaggregate, coverage or amounts are not material to the Condition of any policy the Companies taken as a whole. The Company and each of insurance which would result the Subsidiaries maintain and will continue to maintain a standard system of accounting established and administered in such policy deviating from Prudent Industry Practice.accordance with generally accepted accounting principles. 19

Financial Information. Midwest UPC Distribution shall cause to be delivered supply to the Owner Trustee, Facility Agent in sufficient copies for all the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeLenders: (a) as soon as the same are available (and in any event within sixty (60) 150 days after of the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, its financial years) audited consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated financial statements of income and cash flows of Midwest (which will include results UPC Distribution Holdco for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarterthat financial year; (b) as soon as the same are available and (and, in any event event, (in the case of its first three financial quarters in any financial year) within one-hundred-and-twenty (120) 60 days after of the end of each Fiscal Year of Midwest, commencing with its financial quarters and (in the 2013 Fiscal Year, a copy case of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as its fourth financial quarter in each financial year) within 150 days of the end of each such Fiscal Year and financial quarter), unaudited quarterly consolidated statements management accounts of income and cash flows of Midwest or such Fiscal Year, and accompanied by UPC Distribution Holdco for that financial quarter in the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsagreed form; (c) as soon as availableby no later than 60 days after the last day of each of its financial years, one copy of any documents filed by Midwest with an annual budget for the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) Distribution Business of the Securities Exchange Act of 1934, as amended (Borrower Group in the “Exchange Act”) except to agreed form for the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic databaseimmediately following financial year; (d) within ten together with any financial statements specified in paragraphs (10a) Business Days after each anniversary of the Plan Effective Dateor (b) above, a certificate from Midwest’s insurers signed by a director of UPC Distribution: (i) confirming that no Default is outstanding or insurance agents evidencing that if a Default is outstanding, specifying the insurance policies Default and the steps, if any, being taken to remedy it; (ii) setting out in place satisfy reasonable detail computations establishing, as at the requirements date of such financial statements, whether each of the Operative Documentsfinancial ratios set out in Clause 17 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31st December, 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds); (iv) certifying current compliance with the Borrowers’ obligations under Clause 7.6(a)(i) (Prepayment from disposal proceeds); and (v) certifying compliance with Clause 16.11(a) and (b) (Acquisitions and mergers) and setting out in reasonable detail the amount of the Acquisition Cost of all Acquisitions made by the Borrower Group since the Signing Date (excluding, at UPC Distribution’s option, the value of any consideration referred to in paragraph (a) of the definition of “Acquisition Cost” in respect of such Acquisition which has yet to be paid or delivered) and whether any such Acquisition Cost has been directly or indirectly funded by the proceeds of equity or Subordinated Shareholder Loans as described in paragraph (c) of the definition of “Permitted Acquisition” and paragraph (b) of the definition of “Permitted Joint Venture” respectively; (e) as soon as possible the same is available (and in any event within ten 90 days after each of its financial quarters) the consolidated financial statements of UGC. for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC. is required to file with the Commission under the United States Securities Exchange Act of 0000 (xxx 0000 Xxx) or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (f) as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC. for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC. is required to file with the Commission under the 1934 Act or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (g) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business Days after of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Authorized Officer of Midwest obtains Security Interest referred to in paragraph (i) knowledge of the occurrence thereofdefinition of “Permitted Security Interest” or any other form of recourse as contemplated by Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness); and (h) details of the principal terms (including without limitation, notice details of the notional amount, the termination date and applicable rates) of any casualty, damage Senior Hedging Agreements or loss High Yield Hedging Agreements to which any member of the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving Borrower Group is a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice party within five Business Days of any cancellation, notice of threatened Senior Hedging Agreement or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeHigh Yield Hedging Agreement being entered into.

Financial Information. Midwest shall cause to be delivered to (a) Schedule 3.4(a) contains the Owner Trusteefollowing financial statements and financial information of the Business (collectively, the Owner Lessor, “Historical Financial Information”): (i) unaudited consolidated balance sheets and income statements of the Owner ParticipantBusiness (including the accompanying consolidating schedules of balance sheet information and income statement information) as of, and for as long as the Lien twelve (12) month periods ended December 31, 2022 and December 31, 2023; (ii) an unaudited consolidated balance sheet of the Lease Indenture has not been terminated or discharged, Business (including the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end accompanying consolidating schedules of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiariessheet information) as of the end Balance Sheet Date (the “Reference Balance Sheet”); and (iii) an unaudited consolidated income statement of such Fiscal Quarter and consolidated statements the Business (including the accompanying consolidating schedules of income and cash flows of Midwest (which will include results for its Consolidated Subsidiariesstatement information) for such Fiscal Quarter and for the five (5)-month period commencing at ended on the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter;Balance Sheet Date. (b) as soon as available The Historical Financial Information (i) is true, correct and complete in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Yearall material respects, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present (ii) fairly presents in all material respects the consolidated financial position of the Business as of the respective dates thereof and the consolidated results of the operations of the Business and changes in financial position for the respective periods indicated covered thereby. The consolidated financial statements included in conformity the Historical Financial Information have been prepared in all material respects in accordance with GAAP GAAP, applied on a consistent basis throughout the periods indicated (subject, in the case of the unaudited Historical Financial Information, to the absence of notes and normal year-end audit adjustments, the effect of which is not material, individually or in the aggregate), and are based in all material respects on the Books and Records of each Seller. Except as set forth on Schedule 3.4(b), (y) no Seller has changed in any material respect any accounting policy or methodology during the periods presented in the Historical Financial Information (including the accounting policies and methodologies for determining the obsolescence of Inventory or in calculating reserves), and (z) none of Seller or any Seller Party has incurred any Liabilities relating to the Business or the Purchased Assets other than liabilities incurred since the Balance Sheet Date in the ordinary course of business and consistent with prior periods;past practice. (c) Schedule 3.4(c) contains a true and complete list of all Specified Debt. Since the Balance Sheet Date, except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(aset forth on Schedule 3.4(c), 13(c), 14 or 15(dno Seller has made any write down in: (i) (or any successor sections) the value of Inventory in a manner that is outside of the Securities Exchange Act ordinary course of 1934, business; or (ii) any “off-balance sheet arrangements” as amended (such term is defined under Regulation S-K promulgated by the “Exchange Act”) except to the extent that such documents are made publicly available via the United States Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Section 3.4(a) days after the end of each of the first three Fiscal Quarters Company Disclosure Schedule sets forth complete and accurate copies of each Fiscal Year of Midwest, (i) (x) the audited consolidated balance sheets of Midwest (which will include results for the Company and its Consolidated Subsidiaries) Subsidiaries as of December 31, 2010, 2009 and 2008 and (y) the end of such Fiscal Quarter and audited consolidated statements of income operations, members’ capital and cash flows of Midwest (which will include results for the Company and its Consolidated Subsidiaries) for such Fiscal Quarter and Subsidiaries for the period commencing at twelve-month periods ended December 31, 2010, 2009 and 2008 (collectively, the end of “Audited Financial Statements”), and (ii) (x) the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein unaudited consolidated balance sheets of Midwest the Company and its Subsidiaries as of September 30, 2011 and September 30, 2010 and (y) the end of such Fiscal Year and unaudited consolidated statements of income operations, members’ capital and cash flows of Midwest or such Fiscal Yearthe Company and its Subsidiaries for the nine-month periods ended September 30, 2011 and accompanied by September 30, 2010 (collectively, the opinion “Unaudited Financial Statements”). The Audited Financial Statements and the Unaudited Financial Statements, including the notes thereto, are sometimes collectively referred to herein as the “Financial Statements”; and the unaudited consolidated balance sheet of KPMG LLP or other internationally recognized independent auditors selected by Midwestthe Company and its Subsidiaries as of September 30, which report shall state that such consolidated financial statements 2011 (the “Most Recent Balance Sheet Date”) is referred to as the “Most Recent Balance Sheet.” The Financial Statements (including the related notes and schedules) (x) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and (y) fairly present fairly in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of operations, members’ capital and cash flows of the Company and its consolidated Subsidiaries for the periods indicated then ended, except that the Unaudited Financial Statements do not include accruals for professional fees for tax and audit services, equity compensation, and annual bonuses, which the Company customarily accrues at year-end, and do not contain all of the footnotes required by GAAP. Since the Balance Sheet Date, there has been no material change in any accounting policies, principles, methods or practices of the Company or any of its Subsidiaries. (b) The Company and its Subsidiaries have devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authority, (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP applied on a basis consistent and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with prior periods;management’s general or specific authority, and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Company and its Subsidiaries have no Liabilities (including off balance sheet liabilities as soon as availableof the date of this Agreement relating to the acquisition or financing of Motion Pictures and any other material off balance sheet Indebtedness) other than (i) Liabilities to the extent reflected, one copy of any documents filed accrued, disclosed or reserved in the Most Recent Balance Sheet, (ii) Liabilities which do not exceed Fifty Thousand Dollars ($50,000) individually or Three Million Dollars ($3,000,000) in the aggregate and were incurred by Midwest with the Securities and Exchange Commission Company or any successor agency pursuant to of its Subsidiaries after the Most Recent Balance Sheet Date, and (iii) Liabilities disclosed in Section 13(a), 13(c), 14 or 15(d) (or any successor sections3.4(c)(iii) of the Securities Exchange Act Company Disclosure Schedule. For the avoidance of 1934doubt, as amended if Section 3.4(c)(iii) of the Company Disclosure Schedule discloses Liabilities under clause (ii) in excess of Three Million Dollars ($3,000,000) in the “Exchange Act”aggregate, then Liabilities which do not exceed Fifty Thousand Dollars ($50,000) except do not need to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;be individually scheduled. (d) within ten (10) Business Days after each anniversary All of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that material Accounts Receivable reflected in the insurance policies in place satisfy the requirements most recent Unaudited Financial Statements and all of the Operative Documents;material Accounts Receivable arising between the Most Recent Balance Sheet Date and the date of this Agreement (i) arose in the ordinary course of business consistent with past practice, and (ii) subject to reasonable reserves set forth in the most recent Unaudited Financial Statements, are not subject to any right of set-off or counterclaim that has been asserted or is reasonably likely to be asserted against the Company or any of its Subsidiaries by the respective obligor. No Accounts Receivable have been pledged or assigned by the Company or any of its Subsidiaries to any Person other than in connection with the Credit Facilities and Foreign Rights Loans. (e) Section 3.4(e)(i) of the Company Disclosure Schedule lists all Foreign Rights Loans and all loans made against a “tax-credit” or subsidy of the Company or any of its Subsidiaries that are outstanding as soon of the date hereof. Section 3.4(e)(ii) of the Company Disclosure Schedule lists all of the participation and residual audits of the Company or its Subsidiaries, in each case, of which the Company has received written notice and which are not closed, as possible of the date of this Agreement. (f) Section 3.4(f) of the Company Disclosure Schedule sets forth all deposit payments relating to undelivered or uncompleted Motion Pictures owned and/or controlled by the Company and/or any of its Subsidiaries. (g) Section 3.4(g) of the Company Disclosure Schedule sets forth the amount of participations and residuals paid by the Company or accrued on the Company’s Books and Records from the Most Recent Balance Sheet Date to December 31, 2011; provided that without prejudice to any other representation or warranty in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains this Agreement, no representation is made with respect to (i) knowledge the accuracy of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more such ultimates or (ii) knowledge whether the amount of (Aparticipations will be higher than as reflected on Section 3.4(g) of the occurrence, notice Company Disclosure Schedule as a result of the gross receipts of any cancellationsuch Motion Picture being greater than as reflected on such ultimate statement. (h) Since the Balance Sheet Date, notice the methodology used by the Company and/or its Subsidiaries to compute its first cycle (10 year) film ultimates has remained substantially the same (the “Ultimate Methodology”). Each film ultimate for a Library Motion Picture prepared by the Company or any of threatened or potential cancellation or (Bits Subsidiaries was created using the Company’s Ultimate Methodology. Section 3.4(h)(1) any material change of the Company Disclosure Schedule sets forth the ultimates used by the Company in the termspreparation of the September 30, coverage or amounts 2011 Unaudited Financial Statements (the “September 30 Ultimates”). As of September 30, 2011, the Company had no Knowledge of any policy facts, circumstances or events that would cause the Company to materially restate the September 30 Ultimates. The schedule set forth in Section 3.4(h)(2) of insurance the Company Disclosure Schedule of cash amounts actually paid to third parties and received by the Company and its Subsidiaries (other than to or from the Company to or from any Subsidiary) as of September 30, 2011 in respect of the Library Motion Pictures and Motion Pictures in Progress set forth in Section 3.4(h)(2) of the Company Disclosure Schedule is true and accurate in all material respects. Section 3.4(h)(3) of the Company Disclosure Schedule sets forth the ultimates as of January 6, 2012 for the Library Motion Pictures set forth on Section 3.4(h)(3) of the Company Disclosure Schedule and which would result the Company expects, as of the date of this Agreement, to be the basis for the ultimates to be provided to the Company’s auditors in such policy deviating from Prudent Industry Practiceconnection with the audit of the Company’s 2011 annual financial statements.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60Paragraph 3.07(a) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, Sellers Disclosure Schedule contains (i) audited consolidated balance sheets of Midwest sheet (which will include results for its Consolidated Subsidiariesthe "Balance Sheet") as of the end of such Fiscal Quarter Company and its Subsidiaries for the fiscal year ended December 31, 2002 and audited consolidated statements of income and stockholders equity and cash flows (including related notes) of Midwest (which will include results for the Company and its Consolidated Subsidiaries) for such Fiscal Quarter Subsidiaries as of and for the period commencing at the end fiscal year ended December 31, 2002 and (ii) unaudited consolidated balance sheets of the previous Fiscal Year Company and ending with its Subsidiaries as of June 30, 2003 and unaudited consolidated statements of income of the end of such Fiscal Quarter;Company and its Subsidiaries for the six-month period then ended (the financial statements in (i) and (ii), collectively, the "Company Financial Statements"). (b) as soon as available The Company Financial Statements, and in any event within one-hundred-and-twenty (120) days other financial statements of the Company prepared after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements date hereof will, (i) present fairly in all material respects the financial position and the results of operations of the Company as of the dates and for the periods indicated specified therein and (ii) have been prepared in conformity accordance with GAAP United States generally accepted accounting principles ("GAAP"), consistently applied during all periods presented. To the knowledge of the Sellers and the Company, the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, and whether or not required to be shown on a basis balance sheet prepared in accordance with GAAP, except for liabilities and obligations (i) that are shown, reflected or reserved for on the Company Financial Statements, (ii) that have arisen since June 30, 2003 in the ordinary course of business consistent with prior periods;the Company's past practices, (iii) that are disclosed in the Sellers Disclosure Schedule, or (iv) that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sectionsParagraph 3.07(c) of the Securities Exchange Act Sellers Disclosure Schedule contains the following statutory statements, in each case together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (collectively, the "Statutory Statements"): (i) the annual statement of 1934the Insurance Subsidiary as at December 31, 2002, as amended filed with the insurance regulatory authority of the jurisdiction of domicile of such Insurance Subsidiary and (ii) the “Exchange Act”) except to quarterly statements of the extent that such Insurance Subsidiary for the quarterly period ended June 30, 2003, each including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database;filed in connection therewith. (d) within ten (10) Business Days after each anniversary The Statutory Statements, and any statutory statements of the Plan Effective DateInsurance Subsidiary prepared after the date hereof will, (i) present fairly in all material respects the statutory financial condition of such Insurance Subsidiary for the periods therein specified, (ii) have been prepared in conformity with statutory accounting principles prescribed or permitted by the applicable insurance regulatory authority applied on a certificate from Midwest’s insurers consistent basis during the periods presented ("SAP"), except as expressly set forth within the subject financial statements, and were correct in all material respects when filed, and there were no material omissions therefrom. The Statutory Statements complied in all material respects with all applicable laws, rules and regulations, when filed, and no material deficiency has been asserted with respect to any Statutory Statement by the applicable insurance regulatory body or any other governmental agency or body. The Company has delivered or made available to Buyer true and complete copies of all examination reports of insurance agents evidencing that departments and any insurance regulatory agencies since the insurance policies in place satisfy the requirements organization of the Operative Documents;Insurance Subsidiary. (e) as soon as possible and in any event within ten (10Paragraph 3.07(e) Business Days after any Authorized Officer of Midwest obtains the Sellers Disclosure Schedule contains (i) audited balance sheets for each Company Subsidiary not included in the Company Financial Statements (each an "ABA Subsidiary" and collectively the "ABA Subsidiaries" as listed in Exhibit 3.07(e)) for the fiscal year ended December 31, 2002 and audited statements of income and stockholders equity and cash flows (including related notes) of each ABA Subsidiary for the fiscal year ended December 31, 2002 and (ii) unaudited balance sheets of each ABA Subsidiary as of June 30, 2003 and unaudited consolidated statements of income of each ABA Subsidiary for the six-month period then ended (the financial statements in (i) and (ii), collectively, the "ABA Subsidiary Financial Statements"). (f) The ABA Subsidiary Financial Statements, and any other financial statements of the ABA Subsidiaries prepared after the date hereof will, (i) present fairly in all material respects the financial position and the results of operations of the ABA Subsidiaries as of the dates and for the periods specified therein and (ii) have been prepared in accordance with GAAP, consistently applied during all periods presented. To the knowledge of the occurrence thereofSeller and the Company, notice the ABA Subsidiaries have no liabilities or obligations of any casualtynature, damage whether accrued, absolute, contingent or loss to the Facilityotherwise, asserted or unasserted, known or unknown, and whether or not insuredrequired to be shown on a balance sheet prepared in accordance with GAAP, through fireexcept for liabilities and obligations (i) that are shown, theftreflected or reserved for on the ABA Subsidiary Financial Statements, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge that have arisen since June 30, 2003 in the ordinary course of business consistent with such ABA's past practice, (Aiii) that are disclosed in Paragraph 3.07(f) of the occurrence, notice of any cancellation, notice of threatened or potential cancellation Sellers Disclosure Schedule or (Biv) any material change that, individually or in the termsaggregate, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicecould not reasonably be expected to have a Material Adverse Effect.

Financial Information. Midwest shall cause to be (i) The Company, Safe Ltd. and Certrac --------------------- have each previously delivered to Parent the Owner Trusteefollowing financial statements (collectively, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee:"Company Financial Statements"): (aA) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated unaudited balance sheets of Midwest the Company and of Safe Ltd. as at July 31, 2000 (which will include results for its Consolidated Subsidiaries) as the "Interim Balance Sheets"), the related statements of income, cash flow and shareholders' equity of the end of such Fiscal Quarter Company and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and Safe Ltd. for the seven-month period commencing at then ended, prepared by the end Company (the "Interim Financial Statements") and a bank statement of the previous Fiscal Year and ending with the end of such Fiscal QuarterCertrac dated August _____, 2000; (bB) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest the Company and of Safe Ltd. as at December 31, 1999 (the "Audited Balance Sheets"; and the date thereof being the "Audited Balance Sheet Date"), and the related audited statements of income, cash flow and shareholders' equity for the year then ended (including complete footnotes thereto), certified, in the case of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal YearCompany's Audited Balance Sheets, by Xxxxxxxx, Xxx & Xxxxxxxx, LLP, the Company's independent public accountants (the "Company Accountants"), and accompanied by a copy of such auditor's report, and certified, in the opinion case of KPMG LLP Safe Ltd.'s Audited Balance Sheets, by Xxxxxx'x, Safe Ltd.'s independent public accountants (the "Accountants of Safe Ltd."), and accompanied by a copy of such auditor's report; and (C) the audited balance sheets of the Company and of Safe Ltd. as at December 31, 1998 and 1997, and the related audited statements of income, cash flow and shareholders' equity for the years then ended (including complete footnotes thereto), certified, in the case of the Company, by the Company Accountants, and accompanied by a copy of such auditor's report, and certified, in the case of Safe Ltd., by the Accountants of Safe Ltd., and accompanied by a copy of such auditor's report. (ii) The Financial Statements (A) are in accordance with the books and records of the Company, Safe Ltd. or other internationally recognized independent auditors selected Certrac, as applicable, (B) fairly present the financial condition of the entity to which they apply as at the respective dates indicated and the results of operations of such entity for the respective periods indicated and (C) with respect to the Financial Statements of the Company, have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), except as indicated therein and, in the case of the Interim Financial Statements of the Company, for the absence of complete footnote disclosure as required by MidwestGAAP and subject, in the case of the Interim Financial Statements, to changes resulting from normal year-end audit adjustments, which report adjustments shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor sections) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and not in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicea material adverse change to any item of revenue or expense.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) The (i) business segment information for the Frontier LEC Business (identified as soon as available and in any event within sixty "Local Communications Services") (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiariesx) for such Fiscal Quarter the three fiscal years ended December 31, 1996, 1997 and for 1998 included in the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest as of the end of such Fiscal Year and consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the opinion of KPMG LLP or other internationally recognized independent auditors selected by Midwest, which report shall state that such consolidated financial statements present of GCNA (formerly named Frontier Corporation) incorporated by reference in GCNA's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and (y) for the three-month periods and nine-month periods ended September 30, 1998 and 1999 included in the unaudited consolidated financial statements of GCNA included in GCNA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999; (ii) segment financial data for the Frontier LEC Business (identified as "Incumbent Local Exchange Carrier Services") set forth in Note 19 to the audited consolidated financial statements of Global included in Global's Annual Report on Form 10-K for the fiscal year ended December 31, 1999; and (iii) business segment information for the Frontier LEC Business (identified as "Incumbent Local Exchange Carrier Services") for the three-month period ended March 31, 2000 included in the unaudited consolidated financial statements of Global included in Global's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (in each case subject to the information set forth in the notes to such financial statements) fairly state in all material respects in relation to the basic financial statements taken as a whole the financial position for information or data set forth therein (subject, in the periods indicated case of unaudited interim financial statements, to normal year-end adjustments) and have been prepared in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes to such financial statements). (b) The Sellers have furnished to the Buyer the financial statements of certain of the Companies and Company Subsidiaries contained in filings with PUCs under applicable regulatory Laws as listed in Section 2.6 of the Disclosure Schedule (the "Regulatory Financial Statements"). The Regulatory Financial Statements have been prepared based on the books and records of the relevant Company or Company Subsidiary in all material respects. Such books and records have been maintained in all material respects in accordance with the Uniform System of Accounts, GAAP and, where required by Law, the applicable regulations of the FCC and relevant PUCs; however, because each such Company or Company Subsidiary represents only a portion of a larger entity, the Regulatory Financial Statements are based on the extensive use of estimates and allocations. The Sellers believe that these estimates and allocations have been performed on a reasonable basis consistent with prior periods; (c) as soon as available, one copy of any documents filed by Midwest in all material respects with the Securities and Exchange Commission or any successor agency pursuant to Section 13(a)Uniform System of Accounts, 13(c)GAAP and, 14 or 15(d) (or any successor sections) where required by Law, the applicable regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except to the extent that such documents are made publicly available via the Securities FCC and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practicerelevant PUCs.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available True and in any event within sixty complete copies of (60i) days after the end of each audited consolidated balance sheet of the first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (which will include results Company and the Subsidiary for its Consolidated Subsidiaries) the fiscal years ended as of December 31, 2010 and December 31, 2011, and the end of such Fiscal Quarter and related audited consolidated statements of income and cash flows of Midwest the Company and the Subsidiary (which will include results for its Consolidated Subsidiariescollectively, the “Financial Statements”) for such Fiscal Quarter and for (ii) the period commencing at the end unaudited consolidated balance sheet of the previous Fiscal Year Company and ending with the end of such Fiscal Quarter; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the annual audited report for such Fiscal Year for Midwest, including therein consolidated balance sheets of Midwest Subsidiary as of November 30, 2012, and the end of such Fiscal Year and related unaudited consolidated statements of income and cash flows of Midwest or such Fiscal Year, the Company and accompanied the Subsidiary have been delivered by the opinion Company to the Purchaser Parties (the “Interim Financial Statements”). (b) The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of KPMG LLP account and other financial records of the Company and the Subsidiary (except as may be indicated in the notes thereto or other internationally recognized independent auditors selected by Midwestin Section 3.04(b) of the Disclosure Schedule), which report shall state that such consolidated financial statements (ii) present fairly in all material respects the consolidated financial position condition and results of operations of the Company and the Subsidiary as of the dates thereof or for the periods indicated covered thereby and (iii) were prepared in conformity accordance with GAAP applied on a basis consistent with prior periods;the past practices of the Company and the Subsidiary, clauses (ii) and (iii) above being subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments and the absence of notes, the effect of which are not, individually or in the aggregate, material. (c) Subject to the reserves and allowances therefor, all of the accounts receivable of the Company and the Subsidiary set forth on the Interim Financial Statements represent valid obligations arising from sales actually made in the ordinary course of business, and except as soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to set forth on Section 13(a), 13(c), 14 or 15(d) (or any successor sections3.04(c) of the Securities Exchange Act of 1934Disclosure Schedule, as amended (the “Exchange Act”) except to the extent Company’s Knowledge, no Person has any intention not to pay or inability to pay any such account receivable when due. Since December 31, 2008, neither the Company nor the Subsidiary has received any advice or notification from its independent certified public accountants that such documents are made publicly available via it has used any improper accounting practice that would have the Securities effect of not reflecting or incorrectly reflecting in the Financial Statements or its books and Exchange Commission’s Electronic Datarecords, Gatheringany properties, Analysis and Retrieval (XXXXX) assets, liabilities, revenues or similar public electronic database;expenses except as set forth in the auditors’ letters previously provided to the Purchaser Parties. (d) within ten (10The Purchase Orders listed on Section 2.01(e) Business Days after each anniversary of the Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements Disclosure Schedule constitute all of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of Midwest obtains (i) knowledge of Purchase Orders included among the occurrence thereof, notice of any casualty, damage or loss to the Facility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry PracticeAcquired Assets.