Common use of Financial Information Clause in Contracts

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30December 31, 1996 2015 and the related consolidated statements of operationsincome, cash flows and shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx LLPYoung LLP and set forth in the Company's 2015 Form 10-K, copies a copy of which have has been delivered to the Administrative Agent on behalf of each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows changes in financial position for such fiscal year. (b) The unaudited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of June 30March 31, 1997 2016 and the related unaudited consolidated statements of operations and income, cash flows and shareholders' equity for the nine three months then ended, copies set forth in the Company's quarterly report for the fiscal quarter ended March 31, 2016 as filed with the SEC on Form l0-Q, a copy of which have has been delivered to the Administrative Agent on behalf of each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows changes in financial position for such nine three month period (subject to normal year-end adjustmentsadjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed Annual Statement or other similar report of or for each Insurance Subsidiary that is a Restricted Subsidiary in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2015 has been delivered to the Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) A copy of a duly completed and signed Quarterly Statement or other similar report of or for each Insurance Subsidiary that is a Restricted subsidiary in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the quarter ended March 31, 2016 has been delivered to the Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (e) Since June 30December 31, 1997 2015 and as of the Effective Date, there has been no material adverse change in the business, financial positioncondition, or results of operations or prospects of the Borrower Company and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated unaudited interim combined balance sheet of (the Borrower and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b“Balance Sheet”) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and 2009 (the related unaudited consolidated statements “Balance Sheet Date”) of operations and cash flows the Xxx Xxxxxx Business (for the nine months then endedavoidance of doubt, copies of which have including the Purchased Assets and Assumed Liabilities), (i) has been delivered to each based on financial records of the BanksSeller and its Subsidiaries that are in accordance with GAAP and (ii) fairly presents, fairly presenton such basis, in all material respects, in conformity with generally accepted accounting principles (except for respects the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated combined financial position of the Borrower 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 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 Consolidated Subsidiaries as of that are in accordance with GAAP and (ii) fairly presents, on such date and their consolidated basis, in all material respects the combined results of operations and cash flows of the Transferred Entities, together with the Purchased Assets, for such nine month 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 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 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) Since June 30Seller 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, 1997 there has been no material adverse change including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the business, financial position, or results of operations transactions and dispositions of the Borrower assets of the Transferred Entities, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and its Consolidated Subsidiariesthat 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, considered as use or disposition of the assets of the Transferred Entities that could have a wholematerial effect on the financial statements. (d) The consolidated balance sheet Section 3.11(d) of ACE Insurance the Seller Disclosure Schedule correctly sets forth all Indebtedness of the Xxx Xxxxxx Business to third parties (which, for the avoidance of doubt, does not include Seller and its Consolidated Subsidiaries Affiliates) as of September 30the date set forth on such Schedule, 1996 and for each item of such Indebtedness set forth thereon, identifies the debtor, the principal amount as of the date of this Agreement, the creditor, the maturity date and the related consolidated statements of operations and retained earnings and of cash flows for collateral, if any, securing the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearIndebtedness. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The most recent annual audited consolidated balance sheet sheets of the Borrower each of Borrower, EXCO and its Consolidated Subsidiaries as of September 30, 1996 Venus and the related consolidated statements of operations, shareholders' equity operations and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the BanksBank, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of each of Borrower, EXCO and Venus as of the Borrower end of such Fiscal Year and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal yearFiscal Year. (Notwithstanding the foregoing, the representation and warranty contained in this Section 8.4(a) will not be deemed to be made with respect to Borrower until such time as annual audited consolidated balance sheets, statements of operations and cash flows for Borrower for the Fiscal Year ended December 31, 1999 are delivered to each Bank in accordance with Section 9.1(a)). (b) The most recent quarterly unaudited consolidated balance sheet of the Borrower Borrower, EXCO and its Consolidated Subsidiaries as of June 30Venus delivered to Banks, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months portion of Borrower's, EXCO's and Venus's Fiscal Year then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 8.4(a), the consolidated financial position of the Borrower Borrower, EXCO and its Consolidated Subsidiaries Venus as of such date and their its consolidated results of operations and cash flows for such nine month period portion of Borrower's, EXCO's and Venus's Fiscal Year. (subject Notwithstanding the foregoing, the representation and warranty contained in this Section 8.4(b) will not be deemed to normal year-end adjustmentsbe made with respect to Borrower until such time as quarterly unaudited consolidated balance sheets, statements of operations and cash flows for Borrower for the Fiscal Quarter ending September 30, 1999 are delivered to each Bank in accordance with Section 9.1(b)). (c) Since June 30, 1997 there No Material Adverse Change has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a wholeoccurred. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30After giving effect to the transactions contemplated by this Agreement, 1996 and (i) the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each fair value of the Banksproperty of each Credit Party is greater than the total amount of liabilities, fairly presentincluding, in all material respectswithout limitation, in conformity with generally accepted accounting principlescontingent liabilities, of each Credit Party , (ii) the consolidated financial position present fair saleable value of ACE Insurance and its Consolidated Subsidiaries as the assets of each Credit Party is not less than the amount that will be required to pay the liability of such date Credit Party on its debts as they become absolute and their consolidated results matured, (iii) each Credit Party is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of operations business, (iv) no Credit Party intends to, and retained earnings no Credit Party believes that it will, incur debts or liabilities beyond its ability to pay as such debts and cash flows liabilities mature, and (v) no Credit Party is engaged in a business or transaction, and no Credit Party is about to engage in business or a transaction for which such fiscal yearCredit Party's property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged. (e) Since September 30Borrower was formed on June 25, 1996 there has been 1999 for the purpose of acquiring and developing the Apache Properties and producing and marketing Hydrocarbons therefrom. Prior to giving effect to the acquisition of the Apache Properties, Borrower had no material adverse change in assets, operations, employees or liabilities of any nature (contingent or otherwise) other than rights and obligations arising under the businessApache Acquisition Agreement, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 this Agreement and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearother Loan Papers. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of following information with respect to the Borrower and its has heretofore been furnished to the Banks: (i) the Borrower's GAAP Balance Sheet as at December 31, 2002, together with the Borrower's Consolidated Subsidiaries as of September 30, 1996 Income Statement and the related consolidated statements Borrower's Consolidated Statement of operations, shareholders' equity and cash flows Cash Flows for the fiscal year Fiscal Year then ended, reported on audited and certified by Coopers Ernst & Xxxxxxx LLPYoung LLP independent certified public accountants; and (ii) the unaudited Borrower's GAAP Balance Sheet as at March 31, copies 2003, together with the unaudited Borrower's Consolidated Income Statement and Borrower's Consolidated Statement of which have been delivered Cash Flows for the Fiscal Quarter then ended. Each of the financial statements referred to above was (and each of the Banksfinancial statements to be delivered to the Agent pursuant to Sections 5.03(b) and 5.03(c) will be) prepared in accordance with GAAP, subject in the case of interim financial statements, to year-end adjustments and the absence of certain financial statements and footnotes. Each of the financial statements referred to above in Sections 4.01(e)(i) and 4.01 (e)(ii) fairly present, presents in all material respects (and each of the financial statements to be delivered to the Agent pursuant to Sections 5.03(b) and 5.03(c) will fairly present in all material respects, in conformity with generally accepted accounting principles, ) the consolidated financial position condition of the Borrower Person being reported on at the dates thereof and its Consolidated Subsidiaries as of such date and their consolidated the results of operations and cash flows for the periods ended on such fiscal year. dates and is (band those subsequently delivered hereunder, will be) The unaudited consolidated balance sheet of the Borrower complete and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, correct in all material respects, subject in conformity with generally accepted accounting principles (except for the case of interim financial statements, to year-end adjustments and the absence of certain statements and footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section. Since December 31, 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 nine month period (subject to normal year-end adjustments). (c) Since June 302002, 1997 there no event has been no material adverse change occurred or condition exists which has had, is having or would in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as reasonably foreseeable future have a wholeMaterial Adverse Effect. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. Buyer has delivered to Seller (a) The the unaudited, consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of September 30at December 31, 1996 2007 and 2008, and the related unaudited, consolidated statements of operationscash flows, shareholders' income and stockholders’ equity and cash flows for the fiscal year years then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower ended and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited the unaudited, consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of at June 30, 1997 2009 and the related unaudited unaudited, consolidated statements of operations cash flows, income and cash flows stockholders’ equity of Parent and its Subsidiaries for the nine months 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 the unaudited, consolidated statements of cash flows, income and stockholders’ equity for the fiscal years then ended and (b) the unaudited, consolidated balance sheet of SilkRoad as at June 30, 2009 and the unaudited, consolidated statements 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 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 then ended, copies and (ii) were prepared in accordance with the books and records of which have been delivered to each of the Banks, fairly presentrespective Guarantor (and, in all material respectsthe case of Parent, its Subsidiaries) in conformity with generally accepted accounting principles (GAAP, except for the absence omission of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower footnotes and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30adjustments which are not, 1997 there has been no material adverse change individually and in the businessaggregate, financial position, or results of operations material. None of the Borrower and its Consolidated SubsidiariesGuarantor Financial Statements contains any material, considered non-recurring items, except as a wholeexpressly set forth therein. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet statement of financial position and shareholders' equity of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 and the related consolidated statements of operations, shareholders' equity operations and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx LLPYoung LLP and set forth in the Borrower's 1996 Form 10-K, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with United States generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet statement of financial position and shareholders' equity of the Borrower and its Consolidated Subsidiaries as of June September 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies set forth in the Borrower's Latest Form 10-Q, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with United States generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change Except as disclosed in the business, financial position, Borrower's Latest Form 10-Q or results of operations of in any Form 8-K filed by the Borrower under the Securities Exchange Act of 1934 after the Borrower's Latest Form 10-Q and its Consolidated Subsidiariesprovided to the Banks prior to the date of this Agreement, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30since December 31, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a wholeMaterial Adverse Effect. (fd) The balance sheet A copy of CODA as a duly completed and signed Annual Statement or other similar report of September 30or for each Insurance Company Subsidiary in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Company Subsidiary is domiciled for the year ended December 31, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have has been delivered to the Administrative Agent on behalf of each of the Banks, Banks and fairly presentpresents, in all material respects, in conformity accordance with generally accepted statutory accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearinformation contained therein. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet sheets of the Borrower St. Jxxxxx and its Consolidated Subsidiaries as of September 30December 31, 1996 2004 and 2005, and the related consolidated statements of operationsincome, shareholders' changes in stockholders’ equity and cash flows for the fiscal year years then ended, reported together with the notes thereto, included in St. Joseph’s Annual Report on by Coopers & Xxxxxxx LLPForm 10-K, copies as filed with the SEC on March 27, 2006, and the unaudited consolidated balances sheets and related consolidated statements of which income and cash flows as of and for the three and six months ended June 30, 2006, together with the notes thereto, included in St. Joseph’s quarterly report on Form 10-Q for the related quarterly period and filed with the SEC (together with the financial statements and notes thereto included in the Form 10-K, the “St. Jxxxxx GAAP Financial Statements”) have been delivered to each of prepared in accordance with accounting principles generally accepted in the BanksUnited States applied on a consistent basis (“GAAP”) (except as may be reflected in the notes thereto), and fairly present, present in all material respects, in conformity with generally accepted accounting principles, respects the consolidated financial position and the consolidated results of the Borrower operations, changes in stockholders’ equity and cash flows of St. Jxxxxx and its Consolidated consolidated Subsidiaries as of such date the dates and their for the periods indicated. To the knowledge of St. Jxxxxx, the audits of St. Jxxxxx and its consolidated results Subsidiaries have been conducted in accordance with generally accepted auditing standards. The books and records of operations St. Jxxxxx and cash flows for such fiscal yearits Subsidiaries have been maintained in material compliance with applicable legal and accounting requirements. (b) The unaudited consolidated balance sheet Consolidated Reports of Condition and Income of St. Jxxxxx Bank as filed with the Borrower and its Consolidated Subsidiaries as of FDIC for the quarters ended June 30, 1997 2006, March 31, 2006 and December 31, 2005 (the related unaudited consolidated statements of operations “Call Reports”) were prepared in accordance with the applicable regulatory instructions on a consistent basis with previous such reports, and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, present in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with respects the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations of St. Jxxxxx Bank as of the dates and cash flows for such nine month period (subject the periods indicated, subject, however, in the case of the two quarterly reports first above listed, to normal recurring year-end adjustments), none of which are expected to be material. (c) Since June 30, 1997 there has been no material adverse change Except as set forth in Section 2.06 to the business, financial position, St. Jxxxxx Disclosure Schedules or results of operations of to the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. extent (i) Since November 30, 1996 there has been no material adverse change accrued (or specifically described) in the businessSt. Jxxxxx GAAP Financial Statements or the Call Reports and (ii) of liabilities incurred since December 31, financial position 2005 in the ordinary course of business and consistent with past practice (both qualitatively and quantitatively), neither St. Jxxxxx nor any of its Subsidiaries has any liabilities, whether absolute, accrued, contingent or results of operations of Tempestotherwise.

Financial Information. of the Disclosure Schedule contains copies of (ai) The the audited consolidated balance sheet of the Borrower Gentek Holdings and its Consolidated Subsidiaries for the fiscal year ended as of September 30December 31, 1996 2002, and the related consolidated statements of operationsincome, retained earnings, shareholders' equity and cash flows for the fiscal year then endedof Gentek Holdings and its Subsidiaries, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in together with all material respects, in conformity with generally accepted accounting principlesrelated notes and schedules thereto (collectively, the consolidated financial position of "Financial Statements"), and (ii) the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Gentek Holdings and its Consolidated Subsidiaries as of June 30, 1997 2003, and the related unaudited consolidated statements of operations income, retained earnings, shareholders' equity and cash flows for of Gentek Holdings and its Subsidiaries (collectively, the nine months then ended"Interim Financial Statements"). The Financial Statements (i) were prepared in accordance with the books of account and other financial records of Gentek Holdings and its Subsidiaries, copies of which have been delivered to each of the Banks, (ii) present fairly present, in all material respectsrespects the consolidated financial condition and results of operations of Gentek Holdings and its Subsidiaries as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in conformity accordance with generally accepted accounting principles U.S. GAAP applied consistently in accordance with the past practices of Gentek Holdings and its Subsidiaries. The Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of Gentek Holdings and its Subsidiaries, (ii) present fairly in all material respects the consolidated financial condition and results of operations of Gentek Holdings and its Subsidiaries as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with U.S. GAAP (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower notes thereto and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal and recurring year-end audit adjustments). (c) Since June 30, 1997 there has been no material adverse change applied consistently in accordance with the business, financial position, or results past practices of operations of the Borrower Gentek Holdings and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The True and complete copies of (i) the audited consolidated balance sheet of the Borrower Company and its Consolidated consolidated Subsidiaries for the fiscal years ended as of September 30July 31, 1996 2006, July 31, 2007 and July 31, 2008, and the related audited consolidated statements of operations, shareholders' equity income and cash flows for of the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered Company and its consolidated Subsidiaries and the notes to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principlesforegoing (collectively, the consolidated financial position of “Financial Statements”) and (ii) the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Company and its Consolidated consolidated Subsidiaries (other than Stock Loan Services, LLC and the remainder of the Construction Loan Business), as of June 30March 31, 1997 2009, and the related unaudited consolidated statements of operations income (the “Interim Financial Statements”) are set forth in Section 3.07(a) of the Disclosure Schedules. (b) The Financial Statements and cash flows for the nine months then endedInterim 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 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, copies LLC), (ii) were prepared, 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 of IFRS, 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 Disclosure Schedule, and (iii) the Financial Statements and the Interim Financial Statements (subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments, the effect of which have been delivered to each of are not, individually or in the Banksaggregate, material) present fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations of the Company and cash flows 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 such nine month period 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 (subject except as indicated in 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 normal year-end adjustments)be disclosed in the financial statements of the Company or the footnotes thereto using the principles and accounting conventions of IFRS applied on a consistent basis. (c) Since June 30All accounts, 1997 there has been no material adverse change notes receivable and other receivables (other than receivables related to the Construction Loan Business and the Affiliate Loans) reflected in the businessFinancial Statements and Interim Financial Statements (the “Receivables”) have arisen out of bona fide sales and deliveries of goods, financial position, or results performance of operations services and other transactions in the ordinary course of the Borrower business in conformity in all material respects with the applicable purchase orders, agreements and its Consolidated Subsidiariesspecifications and are valid, considered bona fide claims against debtors for sales or other charges, and are presented in accordance with GAAP in the case of the Financial Statements, and IFRS in the case of the Interim Financial Statements, as a wholeof July 31, 2008 and March 31, 2009, respectively. (d) The consolidated balance sheet values of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 the inventories stated in the Financial Statements and the related consolidated statements of operations and retained earnings and of cash flows for Interim Financial Statements reflect the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each normal inventory valuation policies of the Banks, fairly presentBusiness as conducted by the Company and the Subsidiaries (other than, in all material respectsthe case of the Interim Financial Statements, Stock Loan Services, LLC and the remainder of the Construction Loan Business) and were determined in conformity accordance with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change GAAP in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each case of the BanksFinancial Statements, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change IFRS in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each case of the Banks, fairly present, in all material respects, in conformity Interim Financial Statements and with generally accepted accounting principles, the financial position of Tempest as of such date principles and its results of operations and retained earnings and cash flows for such fiscal yearmethods consistently applied. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower AHL and its Consolidated Subsidiaries as of September 30December 31, 1996 2002 and the related consolidated and consolidating statements of operations, shareholders' stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx Young LLP, copies of which have been delivered to each of the BanksAgent, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated and consolidating financial position of the Borrower AHL and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such fiscal yearperiod. (b) The unaudited consolidated and consolidating balance sheet of the Borrower AHL and its Consolidated Subsidiaries as of June 30, 1997 2003 and the related unaudited consolidated and consolidating statements of operations and cash flows for the nine 6 months then ended, copies of which have been delivered to each of the BanksAgent, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower AHL and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such nine month period the 6 months then ended (subject to certain pro forma adjustments, certain non-recurring items, normal year-end adjustmentsadjustments and other adjustments identified therein and the absence of footnote disclosures). (c) Since The pro forma balance sheet of AHL and its Consolidated Subsidiaries as of June 30, 1997 2003, copies of which have been delivered to Agent, fairly presents, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated and consolidating financial position of AHL and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the Loans, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet. (d) The information contained in the most recently delivered Borrowing Base Report is complete and correct and the amounts shown therein as “Eligible Accounts” and “Eligible Unbilled Accounts” have been determined as provided in the Financing Documents. (e) Since March 31, 2003 there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results otherwise) of operations of the Borrower AHL and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet Holdings was formed to effect the Merger and except in connection therewith (and as contemplated by this Agreement) has no significant assets or liabilities. AHL has no significant assets other than the capital stock or other equity securities of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearSubsidiaries. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet Company has attached to Section 4.06(a) of the Borrower and its Consolidated Subsidiaries as of September 30Disclosure Schedule the following financial statements (collectively, 1996 the “Financial Statements”): (i) the balance sheet, and the related consolidated statements statement of operations, shareholders' equity changes in members’ capital and cash flows flows, of Medfusion as of and for the fiscal year then endedended December 31, reported on 2009 together with the notes thereto, audited by Coopers & Xxxxxxx LLPPearce, copies Bevill, Leesburg, Xxxxx, P.C. (the “Audited Financial Statements”); (ii) the unaudited balance sheets and the related statements of which have been delivered to operations of each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Bayou State and its Consolidated Subsidiaries Medtown South as of such date and their consolidated results of operations for the fiscal year ended December 31, 2009; and cash flows for such fiscal year. (biii) The the unaudited consolidated balance sheet of (the Borrower and its Consolidated Subsidiaries as of June 30“Interim Balance Sheet”), 1997 and the related unaudited consolidated statements statement of operations of Medfusion, Bayou State and cash flows Medtown South, each as of and for the nine ten months then endedended October 31, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles 2010 (except for the absence of footnotes) applied on a basis consistent together with the financial statements referred to in subsection clause (aii) of this Sectionabove, the consolidated “Unaudited Financial Statements”). The Financial Statements are consistent with the Business Records, are correct and complete in all material respects and present fairly in all material respects the financial position of the Borrower and its Consolidated Subsidiaries Companies as of such date the respective dates thereof and their consolidated the results of the operations and cash flows for such nine month period (the periods covered thereby, all in conformity with GAAP; provided, however, that the Unaudited Financial Statements do not include statements of changes in members’ capital accounts or cash flows, do not contain any of the footnotes required by GAAP and the information therein is subject to normal year-end adjustments)adjustments consistent with past practice. (cb) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations Section 4.06(b) of the Borrower Disclosure Schedule contains an accurate and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet complete list of ACE Insurance and its Consolidated Subsidiaries as the Liabilities of September 30, 1996 the Companies and the related consolidated statements of operations and retained earnings and of cash flows for Subsidiaries reflected on the fiscal year then endedInterim Balance Sheet, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. including (i) Since November 30accounts payable, 1996 (ii) accrued expenses and reserves, itemized by category, (iii) deferred revenues, identified by category, and (iv) other current and long-term liabilities. Except as set forth in Section 4.06(b) of the Disclosure Schedule, there has been are no material adverse change Liabilities of the Companies or the Subsidiaries, except for Liabilities reflected, reserved for or disclosed in the Interim Balance Sheet and Liabilities incurred since October 31, 2010 in the ordinary course of business, financial position consistent with past practice and not in breach or results violation of operations any of Tempestthe representations or warranties of Section 4.07.

Financial Information. (a) The consolidated balance sheet of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of September 30December 31, 1996 1995 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx LLP, copies of which have been delivered to each of Young LLP and set forth in the BanksJoint Proxy Statement, fairly present, in all material respects, in conformity with generally accepted accounting principles, GAAP the consolidated financial position of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of June 30, 1997 1996 and the related unaudited consolidated statements of operations income and cash flows for the nine six months then ended, copies of which have been delivered to each of set forth in the BanksJoint Proxy Statement, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionGAAP, 53 - 47 - the consolidated financial position of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine six month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance Diamond Shamrock, Inc. and its Consolidated Subsidiaries as of September 30December 31, 1996 1995 and the related consolidated statements of operations income and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of Price Waterhouse LLP and set forth in the BanksJoint Proxy Statement, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of ACE Insurance Diamond Shamrock, Inc. and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (ed) Since September 30The unaudited consolidated balance sheet of Diamond Shamrock, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance Inc. and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA Subsidiaries as of September June 30, 1996 and the related unaudited consolidated statements of operations income and retained earnings and of cash flows for the fiscal year six months then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of set forth in the BanksJoint Proxy Statement, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of CODA Diamond Shamrock, Inc. and its Consolidated Subsidiaries as of such date and its their consolidated results of operations and retained earnings and cash flows for such fiscal six month period (subject to year-end adjustments). (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPLybrxxx X.X.P. and incorporated by reference in the Borrower's 1996 Form 10-K, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30March 31, 1997 and the related unaudited consolidated statements of operations income and cash flows for the nine three months then ended, copies set forth in the Borrower's Latest Form 10-Q, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine three month period (subject to normal year-end adjustments). (c) Since June 30March 31, 1997 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole. whole (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of including without limitation any such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change caused by any action, suit or proceeding disclosed in the business, financial position or results of operations of ACE Insurance Borrower's periodic reports filed with the Securities and its Consolidated Subsidiaries, considered as a wholeExchange Commission from time to time). (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Seller and its Consolidated Subsidiaries as of September 30January 31, 1996 1997 and the related consolidated statements of operations, shareholdersstockholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers Ehrardt, Keef, Xxxxxxx & Xxxxxxx LLPP.C., copies of which have been delivered to each of the BanksLenders, fairly present, present in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such period. (b) The unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as of April 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the three months then ended, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 6.04(a), the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal the three months then ended (subject to normal year-end adjustments and the absence of footnotes). (bc) The unaudited consolidated pro forma balance sheet of the Borrower and its Consolidated Subsidiaries Company as of June April 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended1997, copies of which have been delivered to each of the BanksLenders, fairly present, in all material respectspresents, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 6.04(a), the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Acquisition Documents and the Investors Subscription Agreement,(ii) the making of the Loans, the issuance by the Company of the Warrants and the Management Options, and the issuance and sale by Holdings of shares of common stock as described in Section 5.01(f),(iii) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Financing Documents and (iv)the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and their consolidated results of operations the date hereof, the Company had and cash flows has no material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such nine month period (subject to normal year-end adjustments)balance sheet. (cd) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as "Eligible Receivables" and "Eligible Inventory" have been determined as provided in the Financing Documents. (e) Since June 30January 31, 1997 1997, there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results of operations otherwise) of the Borrower Company and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet Each of CODA Acquisition Corp. and Holdings was organized to effect the Acquisition, and except in connection therewith (and as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on contemplated by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearthis Agreement) has no significant assets or liabilities. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30May 31, 1996 and the related consolidated statements of operations, shareholderscash flows and changes in stockholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPKPMG Peat Marwick LLP and set forth in the Borrower's 1996 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, 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 fiscal yearFiscal Year. (b) The unaudited condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June November 30, 1997 1996 and the related unaudited condensed consolidated statements of operations and cash flows for the nine six months then ended, copies set forth in the Borrower's quarterly report on Form 10-Q for the Fiscal Quarter ended November 30, 1996, a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine six-month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance OrNda and its Consolidated Subsidiaries as of September 30August 31, 1996 and the related consolidated statements of operations and retained earnings and of operations, cash flows and changes in stockholders' equity for the fiscal year Fiscal Year then ended, all reported on by Coopers Ernst & Xxxxxxx LLPYoung LLP and set forth in OrNda's 1996 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of ACE Insurance OrNda and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearFiscal Year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (fd) The unaudited condensed consolidated balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date OrNda and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest Subsidiaries as of November 30, 1996 and the related unaudited condensed consolidated statements of operations and retained earnings and of cash flows for the fiscal year three months then ended, all reported set forth in OrNda's quarterly report on by Coopers & Xxxxxxx LLPForm 10-Q for its Fiscal Quarter ended November 30, copies 1996, a copy of which have has been delivered to each of the BanksLenders, fairly present, on a basis consistent with the financial statements referred to in all material respects, in conformity with generally accepted accounting principlessubsection (c) of this Section, the consolidated financial position of Tempest OrNda and its Subsidiaries as of such date and its their consolidated results of operations and retained earnings and cash flows for such fiscal three-month period (subject to normal year-end adjustments). (ie) Since The pro forma condensed combined balance sheet of the Combined Companies as of November 30, 1996 there and the related condensed combined statements of operations set forth in the New Public Debt Prospectus under the heading "Pro Forma Financial Information" fairly present their combined financial position at such date and combined results of operations for the periods specified therein, on a Pro Forma Basis. (f) There has been no material adverse change since November 30, 1996 in the business, operations, properties, financial position condition or results prospects of operations of Tempestthe Combined Companies considered as a whole.

Financial Information. (a) The consolidated balance sheet Initial Financial Statements (i) present fairly, in all material respects, the combined financial position and results of operations and cash flows of the Borrower Parent’s predecessor and its Consolidated Subsidiaries on a consolidated basis as of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Parent’s predecessor and its Subsidiaries as of September 30the date thereof, 1996 including liabilities for taxes, material commitments and Debt. (b) The Pro Forma Financial Statements were prepared in good faith on the related basis of assumptions, data, information, tests or conditions believed to be reasonable at the time such Pro Forma Financial Statements were furnished. The Pro Forma Financial Statements fairly present in all material respects the financial position of the Parent and its Subsidiaries on a consolidated statements basis as of operations, shareholders' equity date thereof and cash flows for after giving effect to the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been Transactions and were prepared in a manner consistent with GAAP (except as otherwise noted therein) consistently applied. (c) The financial information delivered to each of the Banks, Lenders pursuant to Sections 6.01(a) and (b) (i) fairly presentpresents, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results (subject, in the case of operations and cash flows for such nine month period (subject interim statements, to normal year-end adjustmentsadjustments and the absence of footnotes). , and (cii) Since June 30shows, 1997 there has been no to the extent required by GAAP and together with all footnotes to such financial statements, all material adverse change in the businessindebtedness and other liabilities, financial positiondirect or contingent, or results of operations of the Borrower Parent and its Consolidated SubsidiariesSubsidiaries as of the date thereof, considered as a wholeincluding liabilities for taxes, material commitments and Debt. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and Since the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each later of the Banksdate of (i) December 31, fairly present2014 or (ii) the most recent audited financial statements delivered pursuant to Section 6.01(a)(i), in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change event or circumstance, either individually or in the businessaggregate, financial position that has had or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as could reasonably be expected to have a wholeMaterial Adverse Effect. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated and consolidating balance sheet of the Borrower FFCC and its Consolidated consolidated Subsidiaries as of September 30at December 31, 1996 1995 and the related consolidated and consolidating statements of operationsincome, shareholders' equity retained earnings and cash flows for the fiscal year then ended, including in each case the related schedules and notes, reported on by Coopers & Xxxxxxx LLPPrice Waterhouse, true copies of which have been previously delivered to each of the BanksLenders, are complete and correct and fairly present, in all material respects, in conformity with generally accepted accounting principles, present the consolidated and consolidating financial position condition of the Borrower FFCC and its Consolidated consolidated Subsidiaries as of such at the date thereof and their the consolidated and consolidating results of operations and cash flows for such fiscal yearperiod, in accordance with GAAP applied on a consistent basis. (b) The unaudited consolidated and consolidating balance sheet of the each Borrower and its Consolidated consolidated Subsidiaries as of at June 30, 1997 1996, and the related unaudited combined statements of income, retained earnings and cash flows for the six months then ended, certified by the chief financial officer of FFCC, true copies of which have been previously delivered to each of the Lenders, are complete and correct and fairly present the consolidated statements 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 the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, such period in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 4.4, 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 nine month period (subject to normal year-end audit adjustments). (c) Except for Indebtedness created by the issuance of the Senior Notes, neither Borrower has any material liability of any 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 financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and the Lenders pursuant to Section 5.1(a)(i) or (ii) (other than liabilities permitted hereunder and incurred after the date of such most recent financial statements and to be reflected in the next financial statements to be delivered to the Agent and the Lenders pursuant to Section 5.1 (a)(i) or (ii)). (d) Since June 30December 31, 1997 there has been 1995, no material adverse change has occurred in the business, financial position, condition or results of operations of the Borrower FFCC and its Consolidated Subsidiaries, considered taken as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated and consolidating balance sheet of the Borrower Dynacq and its Consolidated Subsidiaries as of September 30August 31, 1996 2004 and the related consolidated and consolidating statements of operations, shareholders' stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Coopers Xxxxxxx, Xxxxxxx & Xxxxxxx LLPCompany, P.C., copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated and consolidating financial position of the Borrower Dynacq and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such fiscal yearperiod. (b) The unaudited consolidated and consolidating balance sheet of the Borrower Dynacq and its Consolidated Subsidiaries as of June 30February 28, 1997 2005 and the related unaudited consolidated and consolidating statements of operations and cash flows for the nine six (6) months then ended, copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower Dynacq and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such nine month period the six (6) months then ended (subject to normal year-end adjustmentsadjustments and the absence of footnote disclosures). As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet. (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.[RESERVED] (d) The consolidated balance sheet of ACE Insurance information contained in the most recently delivered Borrowing Base Certificate is complete and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearcorrect. (e) Since September 30August 31, 1996 2004 there has been no material adverse change Material Adverse Change except as has been disclosed to Administrative Agent in writing prior to the business, financial position Closing Date or results of operations of ACE Insurance as described in either the Form 10-Q-A filed by Dynacq with the federal Securities and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows Exchange Commission for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of quarter ending November 30, 1996 2004 or the Form 10-Q-A filed by Dynacq with the federal Securities and the related statements of operations and retained earnings and of cash flows Exchange Commission for the fiscal year then endedquarter ending February 28, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year2005. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Annexed hereto as Schedule 5.8(a) are (i) the unaudited consolidated balance sheet financial statements of the Borrower and its Consolidated Subsidiaries IDF as of September 30at December 31, 1996 and for the related consolidated six months ended December 31, 1996, including balance sheet, statements of operations, shareholdersstatements of stockholders' equity equity, and statements of cash flows for the fiscal year then endedflow, reported on as reviewed but not audited by Coopers Xxxxx, Xxxxxx & Xxxxxxx Company LLP, copies of which have been delivered to each of and the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet and statement of the Borrower and its Consolidated Subsidiaries operations as of June 30at March 31, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies as prepared by management of which have been delivered IDF (collectively, the "IDF Unaudited Financial Statements"); and (ii) the audited consolidated financial statements of 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 each as the "IDF Financial Statements." (b) The IDF Financial Statements: (i) are true, complete and correct in all respects and present fairly the consolidated financial position of IDF and its Subsidiaries as of the Banksdates thereof and for the periods reflected therein, fairly present, in all material respects, in conformity with United States generally accepted accounting principles (except for the absence of footnotes"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 consistent with and the financial statements results of its operations and transactions in its accounts, as of the dates and for the periods referred to in subsection therein; (aiii) of this Section, the consolidated financial position of the Borrower reflect only assets and its Consolidated Subsidiaries as of such date liabilities and their consolidated results of operations and cash flows for such nine month period 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, 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 normal year-fiscal year end adjustments)audit adjustments which would not, individually or in the aggregate, be material. (c) Since June 30, 1997 there has been no material adverse change Except as expressly set forth in the business, financial positionIDF Financial Statements and/or in the Schedules to this Agreement, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change arising in the businessnormal course of IDF's business since March 31, financial position 1997, there are as at the date hereof, no liabilities or results obligations (including, without limitation, any tax liabilities or accruals) of operations of ACE Insurance IDF, whether absolute, accrued, contingent or otherwise and its Consolidated Subsidiarieswhether due or to become due, considered as a whole. (f) The balance sheet of CODA as of September 30that are, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change singly or in the businessaggregate, financial position or results of operations of CODAmaterial. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December 31, 2000 and the related statements of consolidated income and consolidated cash flows for the Fiscal Year then ended present fairly the financial position of the Company and its Subsidiaries at December 31, 2000 and the results of their operations and their cash flows for the Fiscal Year then ended in conformity with GAAP. The consolidated balance sheet of the Company and its Subsidiaries as of September 30, 1996 2001 and the related consolidated statements of operations, shareholders' equity consolidated income and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies consolidated statement of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, ended present fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments)) the financial position of the Company and its Subsidiaries at September 30, 2001 and the results of their operations and their cash flows for the nine months then ended in conformity with GAAP for interim financial information. (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (db) The consolidated balance sheet of ACE Insurance the Parent Guarantor and its Consolidated Subsidiaries as of December 31, 2000 and the related statements of consolidated income and consolidated cash flows for the Fiscal Year then ended present fairly the financial position of the Parent Guarantor and its Subsidiaries at December 31, 2000 and the results of their operations and their cash flows for the Fiscal Year then ended in conformity with GAAP. The consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of September 30, 1996 2001 and the related consolidated statements of operations consolidated income and retained earnings and consolidated statement of cash flows for the fiscal year nine months then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered ended present fairly (subject to each of normal year-end adjustments) the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance the Parent Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since at September 30, 1996 there has been no material adverse change in 2001 and the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of their operations and retained earnings and of their cash flows for the fiscal year nine months then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, ended in conformity with generally accepted accounting principles, the GAAP for interim financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearinformation. (gc) Since September 30The Financial Forecast was prepared on the basis of the estimates and assumptions stated therein and represented, 1996 there has been at February 5, 2002, the Company's good faith forecasts and projections of its future financial performance prepared after duly diligent investigations; and such Financial Forecast, if prepared as of the date of this Agreement, would contain estimates of the future financial performance of the Company and its Subsidiaries which would not materially and adversely differ from the respective estimates contained in the Financial Forecast. As of the date hereof and, in connection with the initial Credit Extension, as of the Initial Borrowing Date, no material adverse change developments have occurred since February 5, 2002, which would lead the Company to believe that such Financial Forecast, taken as a whole, is not reasonably attainable, subject to the uncertainties and approximations inherent in any projections. It is understood by the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 Agent and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, Lenders that all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banksestimates and assumptions on which such Financial Forecast is based may not prove to be correct, fairly presentthat actual future financial performance may vary from that projected, and that nothing contained in all material respectsthis clause (c) shall be construed as a warranty, in conformity with generally accepted accounting principlesor guarantee, the of future financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal yearperformance. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The following financial statements are contained in Section 2.3(e) of the Heafxxx Xxxclosure Schedule: (A) the unaudited, internally prepared consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30Heafxxx xx December 31, 1996 1997 and the related consolidated statements statement of operations, shareholders' equity income and retained earnings and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year.; and (bB) The unaudited consolidated the balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30Heafxxx xx December 31, 1996 and 1995 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations income and retained earnings and cash flows for the fiscal years then ended together with the opinion of Arthxx Xxxexxxx XXX thereon. Except as set forth in Section 2.3(e) of the Heafxxx Xxxclosure Schedule, all such fiscal year. (e) Since September 30financial statements have been prepared in conformity with GAAP applied on a basis consistent with prior periods and fairly present in all material respects the consolidated financial condition, 1996 there has been no material adverse change in the business, financial position or results of operations and cash flows of ACE Insurance and Heafxxx xxx its Consolidated SubsidiariesSubsidiaries (except, considered in the case of unaudited financial statements, subject to normal, recurring year-end audit adjustments). The consolidated balance sheets of Heafxxx xx at the dates set forth fairly present in all material respects the consolidated financial position of Heafxxx xxx its Subsidiaries as a whole. (f) The balance sheet of CODA as of September 30at the dates thereof, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations income and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no of Heafxxx xxx each of the respective specified periods then ended fairly present in all material adverse change in respects the business, financial position or consolidated results of operations of CODAHeafxxx xxx its Subsidiaries for each of the respective periods then ended (except, in the case of unaudited financial statements, subject to normal, recurring year-end audit adjustments). For the purposes of this Agreement, all financial statements referred to in this paragraph shall include any notes and schedules to such financial statements. (hii) The Except as set forth in Section 2.3(e)(ii) of the Heafxxx Xxxclosure Schedule, each of Heafxxx xxx each of its Subsidiaries does not have, and as a result of the transactions contemplated herein, will not have, any liabilities or obligations (whether absolute, accrued, contingent or otherwise, and whether due or to become due), except for liabilities and obligations (A) reflected on the balance sheet sheets of Tempest as Heafxxx xxxerred to in Section 2.3(e)(i) or (B) incurred in the ordinary course of November 30business consistent with past practice since December 31, 1996 1997, and which, 24 31 individually, do not exceed $250,000. All reserves established by Heafxxx xxx reflected on the related balance sheets of Heafxxx xx in the footnotes to the financial statements of operations Heafxxx xxx are reasonable based upon facts and retained earnings circumstances known by Heafxxx xx the date hereof and there are no loss contingencies that are required to be accrued by Statement of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each Financial Accounting Standard No. 5 of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of Financial Accounting Standards Board which are not provided for on such date and its results of operations and retained earnings and cash flows for such fiscal yearbalance sheets. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2003 and the related consolidated statements of operations, shareholders' stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPPriceWaterhouseCoopers PwC, copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, in all material respectsconformity with GAAP, the consolidated financial position of Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such period. (b) The un-audited consolidated balance sheet of Borrower and its Consolidated Subsidiaries as of October 31, 2004 and the related un-audited consolidated statements of operations and cash flows for the ten months then ended, copies of which have been delivered to Administrative Agent, fairly present, in conformity with generally accepted accounting principlesGAAP applied on a basis consistent with the financial statements referred to in Section 3.5(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 fiscal the ten months then ended (subject to normal year-end adjustments and the absence of footnote disclosures) in all material respects. (bc) The unaudited consolidated pro forma balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of June 30December 31, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended2004, copies of which have been delivered to each of the BanksAdministrative Agent, fairly presentpresents, in all material respects, respects and in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower Holdings and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the initial Loans and the issuance of any initial Letters of Credit, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and their consolidated results of operations and cash flows the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such nine month period (subject to normal year-end adjustments)balance sheet. (cd) Since June 30The information contained in the most recently delivered Borrowing Base Certificate is true and correct, 1997 in all material respects, and the amounts shown therein as EBITDA has determined as provided in the Financing Documents. (e) Except as set forth on Schedule 3.5, since December 31, 2003 there has been no material adverse change in the business, operations, properties or condition (financial position, or results otherwise) of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet Holdings was formed solely to hold the equity securities of CODA Borrower, and except in connection therewith (and as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on contemplated by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (gthis Agreement) Since September 30, 1996 there has been no material adverse change in the business, financial position assets or results of operations of CODAmaterial liabilities. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Schedule 4.6(a) contains true, correct and complete copies of the following: (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2004 (the "Annual Balance Sheet"; and such date being referred to as 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 Borrower Company and its Consolidated Subsidiaries as of September 30August 31, 1996 2004 (the "Latest Balance Sheet"; and such date being referred to as the "Latest Balance Sheet Date"), and the related unaudited consolidated statements of operationsincome, shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year period then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each including any and all footnotes and schedules thereto (all of the Banksforegoing, 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, present in all material respects, in conformity with generally accepted accounting principles, respects the consolidated financial position of the Borrower Company and each of its Consolidated Subsidiaries as of such date the dates indicated and their the consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Company and each of its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then endedperiods indicated, copies of which (iii) have been delivered prepared in accordance with GAAP (to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles extent GAAP has been correctly applied) consistently applied throughout the periods covered thereby (except for subject to the absence of footnotes) applied on a basis consistent with footnotes and schedules that may be required by GAAP and, in the financial statements referred to in subsection (a) of this Section, the consolidated financial position case of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to Latest Financial Statements, normal year-end adjustmentsadjustments 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) Since June 30Schedule 4.6(c) contains a true, 1997 there has been no material adverse change in the businesscorrect and complete summary of all accounts payable, financial position, or results of operations accrued expenses and accounts receivable of the Borrower Company and each of its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30the most recent practicable date prior to the date hereof, 1996 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 related consolidated statements of operations and retained earnings and of cash flows for amount owed by such account debtor or owing to such account creditor (identifying the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as portion of such date amount that is current, thirty (30) days past due, sixty (60) days past due, ninety (90) days past due, and their consolidated results of operations and retained earnings and cash flows for such fiscal yearmore than ninety (90) days past due). (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2017 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, have been reported on by Coopers Ernst & Xxxxxxx Young LLP, copies independent certified public accountants for the Borrower, and are set forth in the Borrower’s 2017 Form 10-K, a copy of which have has been delivered to each of the BanksLenders. Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in conformity with GAAP and (ii) show, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (b) (i) fairly presentpresents, in all material respects, in conformity with generally accepted accounting principlesGAAP, 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 as of such fiscal date (subject, in the case of interim statements, to normal year. -end adjustments and the absence of footnotes), and (bii) The unaudited consolidated balance sheet shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of June 30the date thereof, 1997 including liabilities for taxes, material commitments and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments)Debt. (c) Since June 30December 31, 1997 there has been no material adverse change in the business2017, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance the Borrower and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The audited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30at February 2, 1996 2002 and February 1, 2003 (said February 1, 2003 balance sheet being referred to herein as the “Balance Sheet” and February 1, 2003 being referred to herein as the “Balance Sheet Date”) and the related audited consolidated statements of operations, shareholders' equity and cash flows and stockholders’ equity of the Company and its Subsidiaries for the fiscal year fifty-two (52) week periods then ended, reported on together with the notes and schedules thereto and accompanied by Coopers the reports thereon of Deloitte & Xxxxxxx Touche LLP, copies a copy of each of which have has been delivered to each Purchaser, fairly present the financial condition of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of the respective dates of such date balance sheets and their consolidated the results of operations and their operations, cash flows and stockholders’ equity for the periods covered by such fiscal year. (b) statements and have been prepared in accordance with GAAP. The unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries at May 3, 2003 (said balance sheet being referred to herein as of June 30the “Latest Balance Sheet” and May 3, 1997 2003 being referred to herein as the “Latest Balance Sheet Date”) and the related unaudited consolidated statements statement of operations and operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for the nine months thirteen (13) week period then ended, copies a copy of each of which have has been delivered to each Purchaser, fairly present the financial condition of the BanksCompany and its Subsidiaries and the results of their operations, fairly presentcash flows and stockholders’ equity as of the date and for the thirteen (13) week period then ended, and have been prepared in accordance with GAAP, except that they do not contain all material respects, in conformity with generally accepted accounting principles (the footnote disclosures required by GAAP and except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustmentsaudit adjustments (none of which would, individually or in the aggregate, to the Knowledge of the Company, be material). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet Seller has delivered to Purchaser accurate and complete copies of the Borrower and its Consolidated Subsidiaries audited consolidated or combined balance sheets of the Target Group Companies as of September 30December 31, 1996 2005 and December 31, 2006, and the related audited consolidated or combined statements of operationsincome, shareholders' owners’ equity and cash flows for each of the fiscal year years then ended, reported on by Coopers and the notes and schedules thereto, prepared in conformity with GAAP, together with the reports thereon of Ernst & Xxxxxxx LLPYoung, copies independent public accountants (all of which the foregoing being herein collectively called the “Financial Statements”). (b) The Financial Statements (i) have been delivered to each prepared from the books and records of the Banks, Target Group Companies in conformity with GAAP applied on a basis consistent in all material respects with preceding years throughout the periods involved and (ii) fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated or combined financial position of the Borrower and its Consolidated Subsidiaries Target Group Companies as of such date the respective dates thereof and their the consolidated or combined results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows Target Group Companies for the nine months periods then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30The Target Group Companies have not operated as separate “stand alone” entities within Seller’s affiliated group. As a result, 1997 there has been no material adverse change the Financial Statements include allocations to the Target Group Companies of certain allocated charges and credits in accordance with Seller’s customary practices. Such charges and credits do not necessarily reflect (i) the business, financial position, amounts that would have resulted from arms-length transactions or results of operations (ii) all of the Borrower expenses, costs and its Consolidated Subsidiaries, considered charges that would be necessary to properly operate the business of the Target Group Companies as a whole“stand alone” business. (d) The Except as set forth in Schedule 3.7(d) 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 Target Group Companies of the nature required to be reflected as a liability on a balance sheet prepared in accordance with GAAP, other than the TTL Debt and Liabilities (i) reflected or reserved against on the audited consolidated or combined balance sheet of ACE Insurance and its Consolidated Subsidiaries the Target Group Companies as of September 30December 31, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended2006 or (ii) incurred since December 31, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change 2006 in the ordinary course of business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The restated consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of each of December 31, 2000, December 31, 2001 and December 31, 2002 and the related consolidated statements of income and cash flows for each fiscal year then ended, reported on by KPMG and set forth in the Company's 2002 Form 10-K and (ii) the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1996 2003 and the related consolidated statements of operations, shareholders' equity income and cash flows for the portion of the Company's fiscal year then endedended at the end of such quarter and set forth on the Company's Form 10-Q, reported on by Coopers & Xxxxxxx LLP, copies a copy of each of which have has been delivered made available to each of the BanksLenders, taken together, fairly present, present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such fiscal period specified therein, subject, in the case of the financial statements described in clause (ii) of this Section 4.04(a), to changes resulting from audit and year-end adjustments and the absence of footnotes. (bi) The unaudited restated consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Corp. as of June 30each of December 31, 1997 2000, December 31, 2001 and December 31, 2002 and the related unaudited consolidated statements statement of operations income and cash flows for the nine months each fiscal year then ended, copies of which have been delivered to each of reported on by KPMG and (ii) the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries Corp. as of September 30, 1996 2003 and the related consolidated statements of operations income and retained earnings and of cash flows for the portion of Corp.'s fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies a copy of each of which have has been delivered made available to each of the BanksLenders, fairly present, present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance Corp. and its Consolidated Subsidiaries as of such the date specified therein and their consolidated results of operations for the period specified therein, subject, in the case of the financial statements described in clause (ii) of this Section 4.04(b), to changes resulting from audit and retained earnings year-end adjustments and cash flows for such fiscal yearthe absence of footnotes. (ec) Since September 30Except as set forth in Schedule 4.05, 1996 since December 31, 2002, there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a wholeMaterial Adverse Change. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet Sellers have previously furnished Buyer with true and complete copies of the Borrower audited balance sheets of the Company and its Consolidated Subsidiaries as of September 30December 31, 1996 and December 31, 1995, and the related consolidated audited statements of operationsincome, shareholders' equity retained earnings and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banksthree years ended December 31, fairly present1996 audited by Deloitte & Touche, the independent accountants of the Company, together with the unqualified audit report of such accountants with respect to such financial statements. Such financial statements have been prepared in conformity with GAAP consistently applied and present fairly, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly presentaccurately, 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 correct and complete copy of the unaudited balance sheets of the Company as of the last day of the fiscal quarters ended March 31, 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 "Unaudited Quarterly Financial Statements"). To the best knowledge of Management of the Company, such financial statements have been prepared in conformity with generally accepted accounting principles GAAP, in all material respects, consistently applied (except for the absence of footnotesfootnote disclosure) applied on a basis consistent with and to the financial statements referred to in subsection (a) of this Section, the consolidated financial position best knowledge of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly presentCompany present fairly, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly presentaccurately, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest the Company as of November 30and 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, 1996 and the related statements monthly unaudited statement of operations 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 cash flows for the fiscal year then endedCompany (including such certificates, all reported on by Coopers & Xxxxxxx LLPthe "Unaudited Monthly Financial Statements"). To the best knowledge of management of the Company, copies of which such financial statements have been delivered to each of the Banks, fairly presentprepared in conformity with GAAP, in all material respects, consistently applied (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 Company present fairly, in conformity with generally accepted accounting principlesall material respects, and accurately, in all material respects, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.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 material liabilities or obligations 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 yet due,

Financial Information. Set forth on the attached Schedule 8.15 are: (ai) The consolidated the audited balance sheet of the Borrower and its Consolidated Subsidiaries H&W as of September 30December 31, 1996 1998 (the "Most Recent Balance Sheet of H&W") and the related consolidated statements of operationsincome and expenses, shareholders' equity retained earnings and cash flows flow, and notes thereto, for the fiscal year then ended, reported on certified by Coopers & Xxxxxxx LLPDMR's regularly engaged certified public accountants (collectively, copies the "1998 H&W Financial Statements"); and (ii) the unaudited balance sheets of which have been delivered to each H&W as of March 31, 1999, April 30, 1999 and May 31, 1999 and the related statements of income and expenses, retained earnings and cash flow for the months then ended (collectively, the "Subsequent Monthly H&W Financial Statements", and together with the 1998 H&W Financial Statements, the "H&W Financial Statements"). All of the BanksH&W Financial Statements (i) are true, fairly present, correct and complete in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. ; (bii) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, prepared in all material respects, in conformity accordance with generally accepted accounting principles applied consistently with all corresponding prior fiscal periods of H&W; and (except for the absence of footnotesiii) applied on a basis consistent with fairly present the financial statements referred to in subsection (a) of this Sectioncondition, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations operation and cash flows of H&W as of the dates and for such nine month period (subject the periods indicated; subject, in the case of the Subsequent Monthly H&W Financial Statements only, to normal year-end adjustmentsadjustments consistent with past practices and the absence of footnotes (the "Missing H&W Adjustments/Footnotes"). (c) Since June 30. Except to the extent disclosed on the attached Schedule 8.15, 1997 there has been no material adverse change the Missing H&W Adjustments/Footnotes, if presented in the businessSubsequent Monthly H&W Financial Statements, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change would not differ materially from those included in the business1998 H&W Financial Statements. The H&W Financial Statements make substantially full and adequate provision for all obligations, financial position liabilities or results commitments, whether fixed or contingent, and doubtful accounts receivable of operations H&W. Bingxxx xxxnowledges that H&W prepares cash flow statements on a quarterly basis only, any other provision of ACE Insurance and its Consolidated Subsidiaries, considered as a wholethis Agreement to the contrary notwithstanding. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) (i) The consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September December 31, 1995 and the related audited consolidated statements of operations and cash flows for the Fiscal Year then ended, reported on by KPMG Peat Marwick, L.L.P., and (ii) the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of November 30, 1996 and the related unaudited consolidated statements of operations, shareholders' equity operations and cash flows for the fiscal year eleven (11) months then ended, reported on by Coopers & Xxxxxxx LLP, copies of each of which ((i), and (ii)) have been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles, GAAP applied on a consistent basis the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the statements described in clause (ii), to normal year-end adjustments). As of the date of the latest such fiscal yearbalance sheet and the date hereof, neither the Company nor any of its Subsidiaries had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheets. (b) The unaudited consolidated pro forma balance sheet of the Borrower Company and its Consolidated Subsidiaries as of June 30October 31, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended1996, copies of which have been delivered to each of the BanksLenders, fairly present, in all material respectspresents, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 4.04(a), the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the making of the initial Loans and the issuance of the Warrants, (ii) the application of the proceeds therefrom, and (iii) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and their consolidated results the date hereof, neither the Company nor any of operations its Subsidiaries had and cash flows has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such nine month period (subject to normal year-end adjustments)balance sheet. (c) Since June 30, 1997 there has been no material adverse change The information contained in the businessmost recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as Eligible Clinic Receivables, financial position, or results of operations of Eligible Non-Clinic Receivables and Clinic Obligations have been determined as provided in the Borrower and its Consolidated Subsidiaries, considered as a wholeFinancing Documents. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September Since November 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended1996, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the businessevent, financial position act, condition or results occurrence of operations of ACE Insurance and its Consolidated Subsidiarieswhatever nature that constitutes, considered as or that could reasonably be expected to result in, a wholeMaterial Adverse Effect. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. The Seller has furnished to the Purchaser true and complete copies of (ai) The the audited, consolidated balance sheet financial statements of the Borrower Seller at and its Consolidated for the years ended December 31, 1998, 1997 and 1996 (the "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 (iii) the unaudited balance sheets of each of the Subsidiaries as of September 30July 31, 1996 1999 (the "Subsidiaries' Balance Sheets") and the related consolidated unaudited statements of operationsrevenues and expenses of each of the Subsidiaries for the seven months ended July 31, shareholders' equity 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 financial position of the Seller as of its date, and its earnings and cash flows for the fiscal year periods then ended, reported except that there is no statement of stockholders' equity for the Interim Statements. Each balance sheet contained in the Annual Statements fully sets forth on by Coopers & Xxxxxxx LLPa consolidated basis all Assets and Liabilities of the Seller existing as of its date which, copies under GAAP, should be set forth therein, and each statement of earnings contained therein sets forth the items of income and expense of the Seller which should appear therein under GAAP. The Interim Statements have been delivered to each prepared in accordance with GAAP (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 BanksSubsidiaries as of its date and results of operations for the period then ended, subject to normal year-end adjustments and accruals. The audited consolidated financial statements of the Seller included in all reports, schedules, forms, statements and other documents required to be filed with the Securities and Exchange Commission ("SEC") in accordance with the Securities Exchange Act of 1934, as amended ("Exchange Act"), from January 1, 1996 through the date hereof fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of and the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (band changes in financial position, if any) The unaudited consolidated balance sheet of the Borrower Seller and its Consolidated Subsidiaries consolidated subsidiaries as of June 30, 1997 the times and the related unaudited consolidated statements of operations and cash flows for the nine months then endedperiods referred to therein, copies of which have been delivered to each subject, in the case of the BanksInterim Statements, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for to the absence lack of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower footnotes and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). adjustments and to any other adjustments or exceptions described therein, all in accordance with GAAP applied on a consistent basis through the periods involved (c) Since June 30, 1997 there has been no material adverse change except as may be indicated therein or in the business, financial position, or results of operations of the Borrower and its Consolidated notes thereto). The Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, ' Balance Sheets present fairly present, in all material respects, in conformity accordance with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, GAAP the financial position of CODA each of the Subsidiaries as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30July 31, 1996 1999, except that there has been are no footnotes to said Balance Sheets. All material adverse change information required by GAAP to be disclosed in the business, financial position or results of operations of CODA. (h) The footnotes to a balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest Subsidiaries as of such date and its results July 31, 1999 is disclosed in one or more of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change the schedules to this Agreement. The Subsidiary Operating Statements are consistent with the Assumptions made in the businessPro Forma Financial Statements and were prepared on a consistent basis with the Interim Financial Statements, financial position or results of operations of Tempestalthough they were not necessarily prepared in accordance with GAAP.

Financial Information. (a) The most recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30Subsidiaries, 1996 and the related consolidated financial statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPPriceWaterhouseCoopers LLP (or other independent certified public accountant satisfactory to the Bank), copies of which have been delivered to each of the BanksBank, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such the date thereof and their consolidated results of operations and cash flows changes in financial position for such fiscal year. As of the date of such financial statements, the Borrower and its Consolidated Subsidiaries did not have any material contingent obligation, contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in any of such financial statements or notes thereto. (b) The most recent quarterly unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated financial statements of operations for such quarter and cash flows for the nine months then endedportion of the Borrower's fiscal year ended at the end of such quarter, copies of which have been delivered to each of the BanksBank, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection clause (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows changes in financial position for such nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results date of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated latest balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30submitted to the Bank, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance the Borrower and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2003 and the related consolidated statements of operations, shareholders' equity operations and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx LLPYoung LLP and set forth in the Borrower's report on Form 10-K for the year ended December 31, copies 2003, a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (bii) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June September 30, 1997 2004 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies set forth in the Borrower's report on Form 10-Q as filed with the Securities and Exchange Commission, a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (ai) of this Section, 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 nine month period (subject to normal year-end adjustments). (ciii) Since June 30Except as disclosed in the Disclosure Documents filed on or prior to December 3, 1997 2004, since the date of the financial statements delivered to the Lenders pursuant to Section 4.01(g)(i), there has been no material adverse change in the business, assets, operations, properties or condition (financial position, or results of operations otherwise) of the Borrower and its Consolidated Material Subsidiaries, considered as a whole. (div) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries Neither the Information Memorandum nor any other written information, exhibit or report or the Disclosure Documents (as of September 30modified or supplemented by other written information so furnished), 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet , furnished by or on behalf of CODA as of September 30any Loan Party to the Agent, 1996 the Lead Arrangers or any Lender in connection with the negotiation and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each syndication of the BanksFinancing Documents or pursuant to the terms of the Financing Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading in light of the circumstances in which such information, fairly presentexhibits and reports were provided; provided that, in all material respects, in conformity with generally accepted accounting principlesrespect to projections, the financial position of CODA as of Borrower represents only that such date and its results of operations and retained earnings and cash flows for such fiscal yearinformation was prepared in good faith based upon assumptions believed to be reasonable at the time. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet Seller has previously furnished to the Buyer true, complete and correct copies of (i) the unaudited pro forma income statements of the Borrower and its Consolidated Subsidiaries as Funnoodle Product Line of September 30the Seller (the "FUNNOODLE PROFORMA STATEMENTS"), 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each derived from the financial statements of the BanksSeller at and for the years ended December 31, fairly present1998 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 respectsrespects in accordance with GAAP consistently applied, in conformity with generally accepted accounting principles, and present fairly and accurately the consolidated financial position of the Borrower and its Consolidated Subsidiaries Funnoodle Product Line of the Seller as of such its date and their consolidated results of operations the earnings and cash flows flow of the Funnoodle Product Line of the Seller for such fiscal yearthe 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 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 accordance with GAAP. (b) The unaudited consolidated balance sheet of All financial, business and accounting books, ledgers, accounts and official and other records relating to the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which Funnoodle Product Line have been delivered 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 BanksSeller and X'Xxxxxx, fairly presentthere are no records, in all material respectssystems, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionContracts, the consolidated financial position data or information of the Borrower Seller relating directly to the Funnoodle Product Line, recorded, stored, maintained, operated or otherwise held by any means which are not under the Seller's exclusive ownership and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments)direct control. (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower DFC and its Consolidated consolidated Subsidiaries as of September 30at December 31, 1996 and the related consolidated statements of operationsincome, shareholders' equity retained earnings and cash flows for the fiscal year then ended, including in each case the related schedules and notes, reported on by Coopers & Xxxxxxx LLPPrice Waterhouse, true copies of which have been previously delivered to each of the BanksLenders, are complete and correct and fairly present, in all material respects, in conformity with generally accepted accounting principles, present the consolidated financial position condition of the Borrower DFC and its Consolidated consolidated Subsidiaries as of such at the date thereof and their the consolidated results of operations and cash flows for such fiscal yearperiod, in accordance with GAAP applied on a consistent basis. (b) The unaudited consolidated and consolidating balance sheet of the each Borrower and its Consolidated consolidated Subsidiaries as of at June 30, 1997 1997, and the related unaudited combined statements of income, retained earnings and cash flows for the six months then ended, certified by the chief financial officer of DFC, true copies of which have been previously delivered to each of the Lenders, are complete and correct and fairly present the consolidated statements and consolidating financial condition of DFC and its consolidated Subsidiaries as at the date thereof and the consolidated and consolidating results of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, such period in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 4.4, 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 nine month period (subject to normal year-end audit adjustments). (c) Except for Indebtedness created by this Agreement, neither Borrower has any material liability of any 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 financial statements referred to in Section 4.4(b) or in the most recent financial statements delivered to the Agent and the Lenders pursuant to Section 5.1(a)(i) or (ii) (other than liabilities permitted hereunder and incurred after the 29 date of such most recent financial statements and to be reflected in the next financial statements to be delivered to the Agent and the Lenders pursuant to Section 5.1 (a)(i) or (ii)). (d) Since June 30December 31, 1997 there has been 1996, no material adverse change has occurred in the business, financial position, condition or results of operations of the Borrower DFC and its Consolidated Subsidiaries, considered taken as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of September June 30, 1996 and the related consolidated statements of operationsincome, shareholders' ', equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers Ernst & Xxxxxxx Young LLP, copies of which have been delivered to each of the Banks, and the unaudited consolidated financial statements of the Parent for the interim period ended September 30, 1996, copies of which have been delivered to each of the Banks, (i) in the case of the aforementioned annual financial statements, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Parent and its Consolidated Subsidiaries as of such date dates and their consolidated results of operations and cash flows for such fiscal year. periods stated and (bii) The unaudited consolidated balance sheet in the case of the Borrower and its Consolidated Subsidiaries as aforementioned interim financial statements, reflect all adjustments consisting only of June 30, 1997 and the related unaudited consolidated statements normal recurring accruals necessary for a fair presentation of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as of such date and their the consolidated results of their operations and changes in their cash flows flow for the period then ended, except that such nine month period (interim financial statements omit certain footnotes and are subject to normal year-end adjustments; provided, that, during the term of this Credit Agreement after the Closing Date, future representation as to the matters set forth in this Section 8.4(a) shall be deemed to refer to the most recent financial statements delivered pursuant to Section 9.4(a) and (b), respectively, including the notes thereto and any statements of the Parent or auditors accompanying such financial statements. (cb) Since Except for matters disclosed in the Parent's (i) Form 10-K for the fiscal year ended June 30, 1997 1996 (the "Form 10-K"), (ii) Form 10-Q for the quarterly period ended September 30, 1996 (the "Form 10-Q"), and (iii) Form 8-K filed on November 21, 1996 (the "Form 8-K") as to which the ultimate outcome, and whether such matters could not reasonably be expected to have a Material Adverse Effect, cannot be determined at this time, and, in the case of actions, suits or proceedings, any other actions, suits or proceedings based primarily on allegations similar to those contained in such proceedings, since September 30, 1996, there has been no material adverse change event, act, condition or occurrence having a Material Adverse Effect; provided, that, during the term of this Credit Agreement after the Closing Date, future representations as to the matters set forth in this Section 8.4 shall be deemed to refer to the businessmost recent financial statements delivered pursuant to Section 9.4(a) or (b), financial positionrespectively, or results of operations including notes thereto and any statement of the Borrower and its Consolidated Subsidiaries, considered as a wholeParent or auditors accompanying such financial statements. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated and consolidating balance sheet sheets of the Borrower Entertainment and its Consolidated Subsidiaries as of September 30December 31, 1996 1997 and the related consolidated and consolidating statements of operationsincome, shareholderscash flows and changes in stockholders' equity and cash flows for the fiscal year Fiscal Year then ended, which consolidated statements have been reported on by Coopers Ernst & Xxxxxxx LLPYoung and set forth in Entertainment's 1997 Form 10-K/A, copies of and which consolidating statements have been delivered to each of the BanksLenders prior to the date hereof, fairly present, in all material respectsconformity with GAAP, the consolidated and consolidating financial position of Entertainment and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such Fiscal Year. (b) The unaudited consolidated and consolidating balance sheets of Entertainment and its Consolidated Subsidiaries as of June 30, 1998 and the related unaudited consolidated and consolidating statements of income, cash flows and changes in stockholders' equity for the six months then ended, which consolidated statements have been set forth in Entertainment's Latest Form 10-Q, and which consolidating statements have been delivered to the Lenders prior to the date hereof, fairly present, on a basis consistent with the financial statements referred to in Section 4.04(a), the consolidated and consolidating financial position of Entertainment and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such six month period (subject to normal year-end adjustments). 765748.1 10/9/98 7:17p 31 (c) The consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as of December 31, 1997 and the related consolidated and consolidating statements of income, cash flows and changes in stockholders' equity for the Fiscal Year then ended, which consolidated statements have been reported on by Ernst & Young and set forth in the Borrower's 1997 Form 10-K, and which consolidating statements have been delivered to the Lenders prior to the date hereof, fairly present, in conformity with generally accepted accounting principlesGAAP, the consolidated and consolidating financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such fiscal Fiscal year. (bd) The unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Consolidated consolidated Subsidiaries as of June 30, 1997 1998 and the related unaudited consolidated and consolidating statements of operations and income, cash flows and changes in stockholders' equity for the nine six months then ended, copies of which consolidated statements have been set forth in the Borrower's Latest Form 10-Q, and which consolidating statements have been delivered to each of the BanksLenders prior to the date hereof, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 4.04(c), the consolidated and consolidating financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such nine six month period (subject to normal year-end adjustments). (ce) Since June 30, 1997 1998 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Schedule 4.6(a) contains true, correct and complete copies of the following: (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of June 30, 2004 (the "Annual Balance Sheet"; and such date being referred to as 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 First 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 First 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 Borrower Company and its Consolidated Subsidiaries as of September 30August 31, 1996 2004 (the "Latest Balance Sheet"; and such date being referred to as the "Latest Balance Sheet Date"), and the related unaudited consolidated statements of operationsincome, shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year period then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each including any and all footnotes and schedules thereto (all of the Banksforegoing, 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, present in all material respects, in conformity with generally accepted accounting principles, respects the consolidated financial position of the Borrower Company and each of its Consolidated Subsidiaries as of such date the dates indicated and their the consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Company and each of its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then endedperiods indicated, copies of which (iii) have been delivered prepared in accordance with GAAP (to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles extent GAAP has been correctly applied) consistently applied throughout the periods covered thereby (except for subject to the absence of footnotes) applied on a basis consistent with footnotes and schedules that may be required by GAAP and, in the financial statements referred to in subsection (a) of this Section, the consolidated financial position case of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to Latest Financial Statements, normal year-end adjustmentsadjustments 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) Since June 30Schedule 4.6(c) contains a true, 1997 there has been no material adverse change in the businesscorrect and complete summary of all accounts payable, financial position, or results of operations accrued expenses and accounts receivable of the Borrower Company and each of its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30the most recent practicable date prior to the date hereof, 1996 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 related consolidated statements of operations and retained earnings and of cash flows for amount owed by such account debtor or owing to such account creditor (identifying the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as portion of such date amount that is current, thirty (30) days past due, sixty (60) days past due, ninety (90) days past due, and their consolidated results of operations and retained earnings and cash flows for such fiscal yearmore than ninety (90) days past due). (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Subsidiaries, dated as of September 30December 31, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles1995, 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 fiscal year. (b) The unaudited consolidated consolidating balance sheet of the Borrower and its Consolidated Subsidiaries, dated as of December 31, 1995, the unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries dated as of June 30, 1997 1996, and the related unaudited consolidated statements of operations income and cash flows for the nine months then ended, copies of which flow have been delivered to each of the Banksprepared in accordance with GAAP consistently applied, and present fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position condition of the Borrower corporations covered thereby as at the dates thereof and its Consolidated Subsidiaries as of such date and their consolidated the results of their operations for the periods then ended; and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30since December 31, 1997 1995, there has been no material adverse change in the financial condition, operations, assets, business, financial position, properties or results of operations prospects of the Borrower and its Consolidated Subsidiaries, considered as Subsidiaries on a wholeconsolidated basis or in the ability of the Borrower to repay the Obligations when due in accordance with the terms hereof. (db) The consolidated balance sheet Statutory Financial Statements of ACE Insurance each of (i) Madison and its Consolidated Subsidiaries as of September and (ii) Standard and its Subsidiaries dated December 31, 1995 and June 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended1996, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, prepared in accordance with SAP and present fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position condition of ACE Insurance the corporations covered thereby as at the dates thereof and its Consolidated Subsidiaries as of such date and their consolidated the results of their operations for the periods then ended and retained earnings and cash flows for such fiscal year. (e) Since September 30have been duly filed with the Department or the Department-NY, 1996 as the case may be; and, since December 31, 1995, there has been no material adverse change in the financial condition, operations, assets, business, financial position properties or results prospects of operations of ACE Insurance Madison and its Consolidated Subsidiaries or Standard and its Subsidiaries, considered as in each case on a whole. consolidated basis, or any adverse or critical notice received by the Borrower or any of its Subsidiaries or action (f) The balance sheet of CODA as of September 30, 1996 and to the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each best of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, knowledge of the financial position of CODA as of such date Borrower and its results of operations and retained earnings and cash flows for such fiscal yearSubsidiaries) taken by the Department or the Department-NY, as the case may be, with respect thereto. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated Disclosure Schedule Section 3.08(a) sets forth complete and correct copies the unaudited and combined balance sheet sheets of each of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC as of the Borrower and its Consolidated Subsidiaries as of September 30, 1996 Balance Sheet Date and the related consolidated unaudited and combined statements of operations, shareholders' equity and cash flows income for the fiscal year then endednine months ended Balance Sheet Date, reported on by Coopers & Xxxxxxx LLPand the audited and combined balance sheets of each of Grant Broadcasting System II, copies LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC as of which have been delivered to December 31, 2010, 2011 and 2012 and the related audited and combined balance sheets and combined statements of income of each of Grant Broadcasting System II, LLC, Huntsville Television Acquisition, LLC and Quad Cities Television Acquisition, LLC for each of the Banksyears ended December 31, 2010, 2011 and 2012 (the "Business Financial Statements"). The Business Financial Statements were prepared in accordance with the books and records of the Company and GAAP, consistently applied during the applicable periods and present fairly present, in all material respects, in conformity with generally accepted accounting principles, respects the consolidated combined financial position of the Borrower and its Consolidated Subsidiaries Stations as of such date the applicable dates and their consolidated the combined results of operations and or cash flows of the Stations (except as may be indicated in the notes thereto), subject to the absence of statements of cash flows, other comprehensive income (loss), stockholders' equity (deficiency), and footnotes, for such fiscal yearthe periods covered by the Business Financial Statements. (b) The unaudited consolidated Except as set forth on Disclosure Schedule Section 3.08(b), there are no liabilities, contingent or otherwise, of the Company or the Company Subsidiaries which would be required to be reflected or reserved against on a combined balance sheet of the Borrower Company and its Consolidated the Company Subsidiaries as of June prepared in accordance with GAAP or the notes thereto, except (i) liabilities reflected or reserved against on the Business Financial Statements, (ii) liabilities incurred after September 30, 1997 and 2013 in the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each ordinary course operation of the BanksStations, fairly present(iii) liabilities to be performed after the date hereof pursuant to the Contracts, in all material respects, in conformity with generally accepted accounting principles or (except for the absence of footnotesiv) applied on a basis consistent with the financial statements referred liabilities incurred pursuant to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments)Agreement. (c) Since June 30As of the date hereof, 1997 there has all programming payables of the Company have been no material adverse change paid in the business, financial position, ordinary course or results are not in excess of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole90 days past due. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated and consolidating balance sheet of the Borrower Holdings and its Consolidated Subsidiaries (including, without limitation, Xxxxxxxx) as of September 30, 1996 2003 and the related consolidated and consolidating statements of operations, shareholders' stockholders’ equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx KPMG LLP, copies of which have been delivered to each of the BanksAgent, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated and consolidating financial position of the Borrower Holdings and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations operations, changes in stockholders’ equity and cash flows for such fiscal yearperiod. (b) The unaudited un-audited consolidated and consolidating balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of June 30May 31, 1997 2004 and the related unaudited un-audited consolidated and consolidating statements of operations and cash flows for the nine eight months then ended, copies of which have been delivered to each of the BanksAgent, fairly present, in all material respects, in conformity with generally accepted accounting principles GAAP (except for the absence of footnoteswhere otherwise noted) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower Holdings and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such nine month period the eight months then ended (subject to normal year-end adjustmentsadjustments and the absence of footnote disclosures). (c) The pro forma balance sheet of Holdings and its Consolidated Subsidiaries (including, without limitation, Xxxxxxxx) as of May 31, 2004, copies of which have been delivered to Agent, fairly presents, in conformity with GAAP (except where otherwise noted) applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated and consolidating financial position of Holdings and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the Loans, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet. (d) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as “Eligible Accounts” and “Eligible Inventory” have been determined as provided in the Financing Documents. (e) Since June September 30, 1997 2003 there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results otherwise) of operations of the Borrower Borrowers and its their Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet Holdings has no significant assets or liabilities other than its ownership of CODA Xxxxxxxx and as expressly identified on the Information Certificate. Holdings owns 100% of September 30, 1996 the issued and the related statements outstanding capital stock of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the BanksInactive Entities. None of the Inactive Entities has any significant assets or, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA other than as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change specifically set forth in the businessInformation Certificate, financial position or results of operations of CODAany significant liabilities. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet statements of income, stockholders' equity and of cash flows of UNUM Corporation and the Borrower and its Consolidated Restricted Subsidiaries as which were Subsidiaries of September 30UNUM Corporation for the fiscal year ended December 31, 1996 1998 and the related consolidated statements balance sheets as at the end of operationssuch period, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, respects and in conformity with generally accepted accounting principles, the consolidated financial position condition of UNUM Corporation and such Restricted Subsidiaries as of such date and their consolidated results of operations and cash flows for such period. (b) The consolidated statements of income, stockholders' equity and of cash flows of Provident Companies, Inc. and its Consolidated Subsidiaries for the fiscal year ended December 31, 1998 and the related consolidated balance sheets as at the end of such period set forth in Form 10K/A of Provident Companies, Inc. filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the Borrower Banks, fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial condition of Provident Companies, Inc. and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal yearperiod. (bc) The unaudited consolidated balance sheet statements of the Borrower income, stockholders' equity and of cash flows of Unum Corporation and its Consolidated Subsidiaries as of June 30for the fiscal year ended December 31, 1997 1998 and the related unaudited consolidated statements balance sheets as at the end of operations each period, set forth in the 1998 Form 10-K/A Unum Corporation as filed with the Securities and cash flows for the nine months then endedExchange Commission, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, respects and in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Sectionprinciples, the consolidated financial position condition of Unum Corporation and its Consolidated Subsidiaries and their consolidated results of operations and cash flows for such period. (d) The Joint Proxy Statement/Prospectus dated June 2, 1999, as filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the Banks, fairly presents the information set forth therein. (e) The Form 8K of the Borrower dated August 31, 1999, as filed with the Securities and Exchange Commission, a copy of which has been delivered to each of the Banks, fairly presents the information set forth therein. (f) The consolidated statements of income and of cash flows of the Borrower and its the Consolidated Subsidiaries for the six months ended June 30, 1999 and the related consolidated balance sheets as at the end of such period, set forth in the Borrower's quarterly report for the fiscal quarter ended June 30, 1999 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the Banks, fairly present, in all material respects and in conformity with generally accepted accounting principles, the consolidated financial condition of the Borrower and the Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine six-month period (subject to normal year-end adjustments). (cg) The Annual Statement of each Restricted Insurance Subsidiary for the fiscal year ended December 31, 1998, as filed with the Applicable Insurance Regulatory Authority of such Restricted Insurance Subsidiary, a copy of which has been delivered to each of the Banks, presents the statutory financial condition of such Restricted Insurance Subsidiary in accordance with statutory accounting practices required or permitted by such Applicable Insurance Regulatory Authority, and the amounts carried in the balance sheet referred to therein on account of the actuarial items referred to in clauses (1) through (5), inclusive, of the statement of the corporate actuary contained therein (i) are computed in accordance with commonly accepted actuarial standards consistently applied and are fairly stated in accordance with sound actuarial principles, (ii) are based on actuarial assumptions that produce reserves at least as great as those called for in any contract provision and are in accordance with all other contract provisions, (iii) meet the requirements of the insurance laws and regulations of the State in which such Restricted Insurance Subsidiary is domiciled, (iv) make a good and sufficient provision for all unmatured obligations of such Restricted Insurance Subsidiary guaranteed under the terms of its policies, and (v) include provisions for all actuarial reserves and related statement items that ought to be established, and such actuarial methods, considerations and analyses conform to the appropriate Standards of Practice as promulgated by the Actuarial Standards Board, which standards form the basis of this statement of opinion. (h) The Quarterly Statement of each Restricted Insurance Subsidiary for the six months ended June 30, 1999, as filed with the Applicable Insurance Regulatory Authority of such Restricted Insurance Subsidiary, a copy of which has been delivered to each of the Banks, presents the statutory financial condition of such Restricted Insurance Subsidiary in accordance with statutory accounting practices required or permitted by such Applicable Insurance Regulatory Authority. (i) Since June 30, 1997 1999 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated the Restricted Subsidiaries, considered as a whole. (d) The consolidated balance sheet , except as disclosed in the Form 8K of ACE Insurance and its Consolidated Subsidiaries as of September 30the Borrower to be dated November 2, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended1999, all reported on by Coopers & Xxxxxxx LLP, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated and consolidating balance sheet of the Borrower Parent REIT and its Consolidated Subsidiaries as of September 30December 31, 1996 2004 and the related consolidated statements of operations, shareholdersstockholders' equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx KPMG LLP, copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Parent REIT and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity (or comparable calculation) and cash flows for such period. (b) The unaudited consolidated balance sheet of the Parent REIT and its Consolidated Subsidiaries as of June 30, 2005 and the related unaudited consolidated statements of operations and cash flows for the six (6) months then ended, copies of which have been delivered to Administrative Agent, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated financial position of the Parent REIT and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. the six (b6) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period ended (subject to normal year-end adjustmentsadjustments and the absence of footnote disclosures). As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long term leases or forward or long term commitments, which are not properly reflected on such balance sheet. (c) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct. (d) Since June 30, 1997 2005 there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results otherwise) of operations of Borrower or the Borrower Parent REIT and its Consolidated Subsidiaries, considered taken as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The audited consolidated balance sheet of the Borrower Holdings and its Consolidated Subsidiaries as of September 30December 31, 1996 2000 and December 31, 2001 and, in each case, the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, as well as the consolidated statements of income and cash flows for the fiscal year ended December 31, 1999, all reported on by Coopers & Xxxxxxx LLPKPMG (collectively, copies the "QwestDex Statements") and (ii) the consolidated balance sheet of Holdings and its Consolidated Subsidiaries as of June 30, 2002 a copy of each of which have has been delivered to each of the BanksLenders, taken together, fairly present, present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Holdings and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such fiscal period specified therein, except in each case as listed in the information set forth in Schedule 4.04(a) (collectively, the "Supplemental Information") or as modified by the financial statements as of such date or for such period described in clause (ii) of this subsection 4.04(a) or delivered pursuant to Section 5.01(g), and subject to changes resulting from audit and year-end adjustments and the absence of footnotes. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 2002, there has been no material adverse change in the business, financial position, position or results of operations of the Borrower Holdings and its Consolidated Subsidiaries, considered as a whole. , except as set forth in the Supplemental Information (dit being understood that (i) The consolidated balance sheet the restatement of ACE Insurance and the financial statements of QCII or any of its Consolidated Subsidiaries with respect to any fiscal period, or as of September any date, ended on or prior to June 30, 1996 2002 and (ii) the related consolidated statements of operations and retained earnings facts or events disclosed to the Lenders prior to the Closing Date as the facts or events necessitating such restatement shall not, in and of cash flows for the fiscal year then endedthemselves, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no constitute a material adverse change in the business, financial position or results of operations of ACE Insurance Holdings and its Consolidated Subsidiaries, considered as a whole). (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The audited consolidated balance sheet of the Borrower Issuer and the Guarantor and its Consolidated Subsidiaries as of September 30December 31, 1996 2000 and the related consolidated statements of operations, cash flows and changes in shareholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPPricewaterhouseCoopers Auditores Independentes, copies of which have been delivered to each of the BanksPurchasers, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal yearFiscal Year. As of December 31, 2000, the Guarantor and its Subsidiaries had no material liabilities, contingent or otherwise, including liabilities relating to the Concession, liabilities for taxes, long-term leases or forward or long-term commitments, that are not properly reflected on such balance sheet in accordance with GAAP or the footnotes relating thereto. (b) Since December 31, 2000, there has been no Material Adverse Effect. (c) The unaudited consolidated balance sheet of the Borrower Issuer and the Guarantor and its Consolidated Subsidiaries as of March 31, 2001 (and, if publicly available, as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, 2001) copies of which have been delivered to each of Purchaser on or prior to the Banksdate hereof, fairly present, in all material respectspresents, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 4.04(a), the consolidated financial position of the Borrower Issuer and the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results March 31, 2001 (and, if publicly available, as of operations and cash flows for such nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole2001). (d) The consolidated balance sheet As of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 the Closing Date and the related consolidated statements of operations and retained earnings and of cash flows for initial Purchase Date, the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each assets of the BanksIssuer, fairly presentthe Guarantor and the Material Subsidiaries are not subject to any Lien securing Debt in excess of $10,000,000 (whether created individually, or in respect of Liens created in a series of related transactions, in all material respectsthe aggregate), in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. except (i) Since November 30, 1996 there has been no material adverse change those set forth in Schedule 3 and (ii) Permitted Liens of the business, financial position or results type set forth in clause (b)(ii) of operations the definition of Tempest"Permitted Liens."

Financial Information. (a) The consolidated balance sheet of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of September 30December 31, 1996 1995 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers Ernst & Xxxxxxx LLPYoung LLP and set forth in the Joint Proxy Statement, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, GAAP the consolidated financial position of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of June 30, 1997 1996 and the related unaudited consolidated statements of operations income and cash flows for the nine six months then ended, copies of which have been delivered to each of set forth in the BanksJoint Proxy Statement, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionGAAP, the consolidated financial position of the Borrower Ultramar Corporation and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine six month period (subject to normal year-end adjustments).; (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance Diamond Shamrock, Inc. and its Consolidated Subsidiaries as of September 30December 31, 1996 1995 and the related consolidated statements of operations income and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLPPrice Waterhouse LLP and set forth in the Joint Proxy Statement, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of ACE Insurance Diamond Shamrock, Inc. and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.and

Financial Information. All balance sheets, all statements of income and of cash flows, and all other financial statements which have been furnished by the Borrower to any of the Agents or the Lenders for the purposes of or in connection with this Agreement, including: (a) The the audited consolidated balance sheet at December 31, 1995 and the related audited consolidated statements of income, of shareholders' equity and of cash flows, for the fiscal year then ended, of the Borrower and its Consolidated Subsidiaries as of Subsidiaries, certified by the Independent Public Accountant; (b) the unaudited consolidated balance sheet at September 30, 1996 and the related unaudited consolidated statements of operationsincome and of cash flows, shareholders' equity and cash flows for the fiscal year nine-month period then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position ended of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. Subsidiaries; (bc) The the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30at December 31, 1997 1995 and the related unaudited consolidated statements of operations and cash flows income for the nine months fiscal year then ended, copies ended of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotesi) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower CBI and its Consolidated Subsidiaries as of such date Subsidiaries, and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments). (cii) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower GWF and its Consolidated Subsidiaries, considered as a whole. ; and (d) The the unaudited consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of at September 30, 1996 and the related unaudited consolidated statements of operations and retained earnings and of cash flows income for the fiscal year nine-month period then ended, all reported on by Coopers & Xxxxxxx LLP, copies ended of which have been delivered to each of (i) CBI and its Subsidiaries, and (ii) GWF and its Subsidiaries (the Banksfinancial statements referred to in clauses (a), (b), (c) and (d) being herein referred to, collectively, as the "Historical Financials"); have (except in the case of financial statements presenting only the financial condition and results of operation of the Borrower on a non-consolidated basis and except in the case of forecasts) been prepared in accordance with GAAP consistently applied throughout the periods involved (except that the financial statements referred to in clauses (c) and (d) do not include footnotes) and present fairly present, (subject to normal recurring adjustments in all material respects, the case of the financial statements referred to in conformity with generally accepted accounting principles, clauses (b) and (d)) the consolidated financial position condition of ACE Insurance the corporations and other Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. There are no contractual restrictions on the making of Restricted Payments by Subsidiaries of the Borrower to the Borrower or to any other Subsidiaries of the Borrower which materially impair or which will be reasonably likely to materially impair the ability of the Borrower to perform any of its payment Obligations under this Agreement or the Notes. The Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Material Subsidiaries, considered taken as a whole, (A) own Property which has a "present fair saleable value" that is greater on a going concern basis than their probable liabilities as they become due, (B) do not have unreasonably small capital and are not engaged in any business for which they have unreasonably small capital, and (c) have not incurred Indebtedness beyond their ability to pay such Indebtedness as such Indebtedness becomes due. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated Company has furnished to the Purchasers the audited balance sheet of the Borrower and its Consolidated Subsidiaries Company as of September 30December 31, 1996 1998 and the related consolidated audited statements of operationsincome and statement of cash flows of the Company for the twelve month period ended December 31, shareholders1998 and the statement of changes in redeemable preferred stock and stockholders' equity and cash flows for the fiscal year then endedperiod ended December 31, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered 1998. The Company has also furnished to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, Purchasers 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of June April 30, 1997 1999 and the related unaudited consolidated statements of operations and cash flows of the Company for four months ended April 30, 1999, and the unaudited statement of stockholders' equity of the Company for the nine months then endedperiod ended April 30, copies of which 1999. All such financial statements have been delivered to each of the Banks, fairly present, prepared in all material respects, in conformity accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes) applied on a basis consistent with the that such unaudited financial statements referred to do not contain all of the required footnotes or period end adjustments not material in subsection (athe aggregate) of this Section, and fairly present the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date December 31, 1998 and their consolidated April 30, 1999, respectively, and the results of its operations and cash flows for such nine the year ended December 31, 1998 and the four month period ended April 30, 1999, respectively. The Company does not have, and has no reasonable grounds to know of, any material liability, contingent or other, not adequately reflected in or reserved against in the aforesaid financial statements. Since April 30, 1999 there has not been, except as set forth in Exhibit 4.10, and except for changes in the ordinary course of business which have not been materially adverse: (subject to normal year-end adjustments).a) Any material change in the assets, liabilities, financial condition, or operations of the Company from that reflected in such financial statements; (b) Any change in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty, or otherwise; (c) Since June 30Any damage, 1997 there has been no material adverse change in the business, financial positiondestruction, or results of operations loss, whether or not covered by insurance, materially and adversely affecting the properties or business of the Borrower and its Consolidated Subsidiaries, considered as a whole.Company; (d) The consolidated balance sheet Any waiver or compromise by the Company of ACE Insurance and its Consolidated Subsidiaries as a valuable right or of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered a material debt owed to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year.it; (e) Since September 30Any loans made or promised by the Company to its employees, 1996 there has been no material adverse change officers, or directors other than travel advances made in the ordinary course of business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole.; (f) The balance sheet Any increases in excess of CODA as ten (10%) percent in the compensation of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each any of the BanksCompany's employees, fairly presentofficers, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of or directors (but not including any options granted to any such date and its results of operations and retained earnings and cash flows for such fiscal year.persons); (g) Since September 30, 1996 there has been no material adverse change in Any declaration or payment of any dividend or other distribution of the business, financial position or results assets of operations of CODA.the Company; (h) The balance sheet Any issuance or sale by the Company of Tempest as any shares of November 30, 1996 its Common Stock or other securities other than option grants pursuant to the Company's 1995 Stock Option Plan and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered option exercises pursuant to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal yearStock Option Plan. (i) Since November 30, 1996 there Any other event or condition of any character that has been no material adverse change materially and adversely affected the Company's business; or (j) Any agreement or commitment by the Company to do any of the things described in the business, financial position or results of operations of Tempestthis Section 4.10.

Financial Information. (a) The consolidated combined balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30August 3, 1996 1997 and the related consolidated combined statements of operationsearnings, shareholdersof cash flows and of shareowners' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPPrice Waterhouse LLP and set forth in the Information Statement, copies fairly present, in conformity with generally accepted accounting principles, the combined financial position of the Vlasic Foods Businesses as of such date and their combined results of operations and cash flows for such Fiscal Year. (b) The unaudited combined balance sheet of the Company and its Subsidiaries as of November 2, 1997 and the related unaudited combined statements of earnings, of cash flows and of shareowners' equity for the Fiscal Quarter then ended, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated combined financial position of the Borrower and its Consolidated Subsidiaries Vlasic Foods Businesses as of such date and their consolidated combined results of operations and cash flows for such nine month period Fiscal Quarter (subject to normal year-end adjustments). (c) Since June 30The pro forma condensed combined balance sheet of the Company and its Subsidiaries as of November 2, 1997 there has been no material adverse change and the pro forma condensed combined statements of earnings of the Company and its Subsidiaries for the Fiscal Year ended August 3, 1997 and the Fiscal Quarter ended November 2, 1997, all as set forth in the businessInformation Statement, as supplemented by a Memorandum to Banks dated February 11, 1998 (collectively, the "Pro Forma Financial Statements") fairly present, on a basis consistent with the financial positionstatements referred to in subsection (a) of this Section, or the combined financial position of the Vlasic Foods Businesses as of November 2, 1997 and their combined results of operations for such Fiscal Year and Fiscal Quarter, in each case adjusted to give effect to (i) the Spin-Off and the transactions contemplated thereby, (ii) the payment of legal, accounting and other fees related thereto and (iii) the assumption by the Company of obligations of Xxxxxxxx as provided in Section 2.09, all as if such events had occurred (x) in the case of such condensed combined balance sheet, on November 2, 1997 and (y) in the case of such condensed combined statements of earnings, at the beginning of the Borrower and its Consolidated SubsidiariesFiscal Year ended August 3, considered as a whole1997. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and Excluding the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each effects of the BanksSpin-Off as reflected in the Pro Forma Financial Statements, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiariesthe Vlasic Foods Businesses, considered as a whole, since November 2, 1997. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. The Borrower has furnished or caused to be furnished to the Credit Parties (ai) The consolidated the unaudited balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of September 30Borrower, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a consolidated basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Restricted Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then endedLaunchCo and InternetCo, all reported each on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity a consolidated basis with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and the related statements of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the BanksBorrower, fairly presenton a consolidated basis with the Restricted Subsidiaries, in all material respectsand the related revenue and EBITDA on a consolidating (by publication) basis, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and the related statements of cash flows of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, and the related revenue and EBITDA on a consolidating (by publication) basis, in each case for the month ended June 30, 2002, and for the fiscal year then endedquarter ended March 31, all reported on by Coopers & Xxxxxxx LLP2002, copies of which have been delivered to each and (ii) the audited balance sheet of the BanksBorrower, fairly presenton a consolidated basis with the Restricted Subsidiaries, and the unaudited balance sheets of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, and the related audited statement of income and retained earnings or deficit and related statements of cash flows of the Borrower, on a consolidated basis with the Restricted Subsidiaries, and the related unaudited statement of income and retained earnings or deficit and related statements of cash flows of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries, in each case for the nine (9) month period ended December 31, 2001, which are, to the best of the Borrower's knowledge, complete and correct in all material respects, respects and present fairly in conformity all material respects in accordance with generally accepted accounting principles, GAAP the financial position of Tempest the Borrower, on a consolidated basis with the Restricted Subsidiaries, and of InternetCo and LaunchCo, each on a consolidated basis with its Subsidiaries on and as at December 31, 2001 (collectively, the "Financial Statements"). As of the Agreement Date, none of the Borrower Parties has any material liabilities, contingent or otherwise which would be required to be disclosed in accordance with GAAP, other than as disclosed in the financial statements referred to in the preceding sentence or as set forth or referred to in this Agreement, and there are no material unrealized losses of any of the Borrower Parties and no anticipated losses of any of the Borrower Parties other than those set forth in the Projections which have been disclosed in writing to the Credit Parties prior to the Agreement Date and identified as such. The Projections represent the Borrower's best estimate of projected future operations as of such date the Agreement Date, and its results to the best of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30the Borrower's knowledge, 1996 there has been exist no material facts or circumstances which the Borrower believes could be reasonably likely to cause a materially adverse change in the business, financial position or Projections; it being recognized by the Lenders that business projections are not to be viewed as facts and that actual results of operations of Tempestmay differ.

Financial Information. (a) The consolidated balance sheet of the Borrower Old Vencor and its Consolidated Subsidiaries as of September 30December 31, 1996 1997 and the related consolidated statements of operations, cash flows and shareholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers Ernst & Xxxxxxx Young LLP, copies a copy of which have has been delivered to each of the BanksLenders, fairly present, present in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Old Vencor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal yearFiscal Year. (b) The unaudited pro forma consolidated balance sheet of the Borrower Vencor and its Consolidated Subsidiaries as of June 30December 31, 1997 and the related unaudited pro forma consolidated statements statement of operations and cash flows income for the nine months Fiscal Year then ended, copies of which have been delivered to each of as set forth in the BanksProxy Statement, fairly present, present in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Sectionabove, (i) the consolidated financial position of the Borrower Vencor and its Consolidated Subsidiaries as of such date date, adjusted to give effect to the Reorganization Transactions (as if they had occurred on such date), and (ii) their consolidated results of operations and cash flows for such nine month period Fiscal Year, adjusted to give effect to the Reorganization Transactions (subject to normal year-end adjustmentsas if they had occurred at the beginning of such Fiscal Year). The projections set forth in the Information Memorandum were based on reasonable assumptions and, when prepared, represented a reasonable estimate of the future performance of the Vencor Companies. (c) Since June 30, 1997 there has been no material adverse change the respective dates as of which information is stated in the businessInformation Memorandum, financial positionno event has occurred and no condition has come into existence which has had, or results of operations is reasonably likely to have, a Material Adverse Effect or which has caused the projections therein to be materially misleading as of the Borrower and its Consolidated Subsidiaries, considered as a wholeClosing Date. (d) The consolidated balance sheet of ACE Insurance Since December 31, 1997, no event has occurred and its Consolidated Subsidiaries as of September 30no condition has come into existence which has had, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then endedor is reasonably likely to have, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yeara Material Adverse Effect. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet financial statements of the Borrower and its Consolidated Subsidiaries as of September 30for fiscal year ended October 1, 1996 1994 disclosed in the Borrower's Form 10-K certified by Ernst & Young, and the related consolidated interim financial statements of operationsBorrower and its Subsidiaries for the six-month period ended April 1, shareholders' 1995, each consisting of a consolidated balance sheet, consolidated statement of income (loss), consolidated statement of changes in stockholders equity and consolidated statement of cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPflows, copies of which have been delivered by Borrower to each of the BanksBank, fairly present, are true and correct in all material respectsrespects and contain no material misstatement or omission, in conformity with generally accepted accounting principles, and fairly present the consolidated financial position position, assets and liabilities of the Borrower and its Consolidated Subsidiaries as of such the date thereof and their the consolidated results of operations of Borrower and cash flows its Subsidiaries for the period then ended, and as of the date thereof there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material that are not reflected in such fiscal yearfinancial statements. (b) The unaudited consolidated balance sheet Since the date of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section), 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the businessassets, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the businessliabilities, financial position or results of operations of ACE Insurance and Borrower or any of its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet and neither Borrower nor any of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there Subsidiaries has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30incurred any obligation or liability, 1996 there has been no material adverse change fixed or contingent, which would have a Material Adverse Effect, (ii) incurred any Indebtedness or obligations under Capital Leases, other than the Obligations, and trade payables and other liabilities arising in the ordinary course of the Borrower's or such Subsidiary's business, financial position or results (iii) guaranteed the obligations of operations of Tempestany other Person.

Financial Information. (a) The consolidated and consolidating balance sheet of the Borrower LOUD and its Consolidated Subsidiaries as of September 30December 31, 1996 2004 and the related consolidated and consolidating statements of operations, shareholders' stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPKPMG, copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, in all material respects, respects in conformity with generally accepted accounting principlesGAAP, the consolidated and consolidating financial position of the Borrower LOUD and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such period. The consolidated and consolidating balance sheet of SLM and its Consolidated Subsidiaries as of December 31, 2004 and the related consolidated and consolidating statements of operations, stockholders’ equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal yearyear then ended, reported on by KPMG, copies of which have been delivered to Administrative Agent, fairly present in all material respects, in conformity with GAAP, the consolidated and consolidating financial position of SLM and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations, changes in stockholders’ equity (or comparable calculation) and cash flows for such period. (b) The unaudited consolidated and consolidating balance sheet of the Borrower LOUD and its Consolidated Subsidiaries as of June 30, 1997 2005 and the related unaudited consolidated and consolidating statements of operations and cash flows for the nine six (6) months then endedended (it being understood that SLM was acquired on March 7, 2005), copies of which have been delivered to each of the BanksAdministrative Agent, fairly present, present in all material respects, in conformity with generally accepted accounting principles GAAP applied on a basis consistent with the applicable financial statements referred to in Section 3.5(a), the consolidated and consolidating financial position of LOUD and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for the six (except for 6) months then ended (subject to normal year-end adjustments and the absence of footnotesfootnote disclosures). (c) The pro forma balance sheet of LOUD and its Consolidated Subsidiaries as of June 30, 2005, copies of which have been delivered to Administrative Agent, fairly presents in all material respects applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower LOUD and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the initial Loans and the issuance of any initial Letters of Credit, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and their consolidated results of operations and cash flows the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which under GAAP would be required to be reflected on such nine month period (subject to normal year-end adjustments)balance sheet, but which are not properly reflected on such balance sheet. (cd) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amounts shown therein as “Eligible Receivables” and “Eligible Inventory” have been determined as provided in the Financing Documents. (e) Since June 30December 31, 1997 2004, there has been no material adverse change in the business, operations, properties, prospects or financial position, or results condition of operations of the Borrower Borrowers and its their Consolidated Subsidiaries, considered taken as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2010 and the related consolidated statements of operationsincome, shareholders' equity and cash flows and changes in stockholders’ equity for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPKPMG LLP and set forth in the Borrower’s 2010 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principlesprinciples in the United States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders’ equity for such fiscal year. (b) The unaudited interim consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and income, cash flows and changes in stockholders’ equity for the nine months then endedthree-month period ended September 30, copies 2011, set forth in the Borrower’s Form 10-Q for such period, a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for in the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionUnited States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders’ equity for such nine month period (period, subject to normal year-end audit adjustments). (c) Since June 30December 31, 1997 2010, there has been no material adverse change in the businessconsolidated financial condition, financial position, operations or results of operations assets of the Borrower and its Consolidated Subsidiaries, considered taken as a wholewhole (a “Material Adverse Change”). (d) The consolidated balance sheet charges, accruals and reserves on the books of ACE Insurance the Borrower and its Consolidated Subsidiaries as in respect of September 30taxes or other governmental charges are, 1996 and in the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each opinion of the BanksBorrower, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearadequate. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Qwest and its Consolidated consolidated Subsidiaries as of September 30December 31, 1996 1997 and the related consolidated statements of operations, shareholdersincome (loss) and stockholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx KPMG Peat Marwick LLP, true and complete copies of which have been delivered to each of the BanksCompany, fairly present, in all material respects, in conformity with generally accepted accounting principles, present the consolidated financial position of the Borrower Qwest and its Consolidated consolidated Subsidiaries as of such that date and their consolidated results of operations and cash flows for such fiscal yearthe year then ended, in accordance with GAAP applied on a consistent basis except as described in the footnotes to the financial statements or as disclosed in Section 5.5 of Qwest and Qwest Subsidiary's Disclosure Schedule. (b) The unaudited consolidated balance sheet of the Borrower Qwest and its Consolidated consolidated Subsidiaries as of June 30, 1997 1998 and the related unaudited consolidated statements of operations income (loss) and stockholders' equity and cash flows for the nine six months then ended, true and complete copies of which have been delivered to each of the BanksCompany, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred subject to in subsection (a) of this Sectionnormal year-end adjustments, the consolidated financial position of the Borrower Qwest and its Consolidated consolidated Subsidiaries as of such that date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustments)the six months then ended. (c) At the respective dates of the balance sheets referred to in this Section 5.5, none of Qwest and its Subsidiaries had any material Liability that, in accordance with GAAP applied on a consistent basis, should have been shown or reflected in the balance sheets but was not, except for the omission of notes in unaudited balance sheets with respect to contingent liabilities that in the aggregate did not materially exceed those so reported in the latest audited balance sheets previously delivered and that were of substantially the same type as so reported. (d) Since June 30January 1, 1997 1997, there has been no material adverse change disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K under the Securities Act) between any of Qwest and its Subsidiaries, on the one part, and any of its independent accountants, on the other part, with respect to any aspect of the manner in which the businessCompany or such Subsidiary, as the case may be, maintained or maintains its books and records or the manner in which the Company or the Subsidiary, as the case may be, has reported upon the financial position, or condition and results of operations of any of the Borrower Company and its Consolidated SubsidiariesSubsidiaries since such date, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and that has not been resolved to the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each satisfaction of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearrelevant independent accountants. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Atlantic and its Consolidated Subsidiaries as of September 30December 31, 1996 2001 and the related consolidated statements of operations, shareholdersstockholders' equity (or comparable calculation, if such Person is not a corporation) and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx KPMG LLP, copies of which have been delivered to each of the BanksAgent, fairly present, present in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower Atlantic and its Consolidated Subsidiaries as of such date and their consolidated results of operations operations, changes in stockholders' equity (or comparable calculation) and cash flows for such fiscal yearperiod. (b) The unaudited consolidated and consolidating balance sheet of the Borrower Atlantic and its Consolidated Subsidiaries as of June September 30, 1997 2002 and the related unaudited consolidated and consolidating statements of operations and cash flows for the nine 9 months then ended, copies of which have been delivered to each of the BanksAgent, fairly present, present in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 3.5(a), the consolidated and consolidating financial position of the Borrower Atlantic and its Consolidated Subsidiaries as of such date and their consolidated and consolidating results of operations and cash flows for such nine month period the 9 months then ended (subject to audit and other normal year-end adjustmentsadjustments and the absence of footnote disclosures). (c) The pro forma balance sheet of Atlantic and its Consolidated Subsidiaries as of October 31, 2002, copies of which have been delivered to Agent, fairly presents in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 3.5(a), the consolidated and consolidating financial position of Atlantic and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Operative Documents, (ii) the making of the Loans, (iii) the application of the proceeds therefrom as contemplated by the Operative Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, no Credit Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet in accordance with GAAP. (d) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct in all material respects, as of the date stated therein, and the amounts shown therein as "Eligible Receivables" and "Eligible Inventory" have been determined as provided in the Financing Documents. (e) Since June 30December 31, 1997 2001, there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results otherwise) of operations of the Borrower Atlantic and its Consolidated Subsidiaries, considered taken as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Company has delivered to the Purchasers true and complete copies of the consolidated balance sheets and consolidated statements of operations and stockholders' equity and of cash flows of the Company and the Front Royal Subsidiaries for each of the fiscal years ended as of December 31, 1994 and December 31, 1995, together with all related notes and schedules thereto (the "Financial Statements"). The Financial Statements were prepared from the books and records of the Company and the Front Royal Subsidiaries and present fairly the consolidated financial condition and results of operations of the Company and the Front Royal Subsidiaries as of the dates thereof or for the periods covered thereby in accordance with generally accepted accounting principles consistently applied ("GAAP"). (b) The Company has delivered to the Purchasers true and complete copies of the unaudited consolidated balance sheet of for the Borrower and its Consolidated Subsidiaries as of period ended September 30, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banksperiods ended September 30, fairly present1996 and September 30, in all material respects, in conformity with generally accepted accounting principles 1995 (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a"Third Quarter Financials") of this Section, the Company and the Front Royal Subsidiaries. The Third Quarter Financials were prepared from the books and records of the Company and the Front Royal Subsidiaries and present fairly the consolidated financial position condition and results of operations of the Borrower Company and its Consolidated the Front Royal Subsidiaries as of such date and their consolidated results of operations and cash flows the dates thereof or for such nine month period (the periods covered thereby in accordance with GAAP subject to normal year-and recurring year end adjustments)adjustments and except that the notes thereto may not be included. (c) Since June 30, 1997 there The Company has been no material adverse change in delivered to the business, financial position, or results of operations Purchasers true and complete copies of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The unaudited consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of period ended November 30, 1996 and the related unaudited consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since periods ended November 30, 1995 and October 31, 1996 there has been no material adverse change in (the business, "Interim Financials") of the Company and the Front Royal Subsidiaries. The Interim Financials were prepared from the books and records of the Company and the Front Royal Subsidiaries and present fairly the consolidated financial position or condition and results of operations of Tempestthe Company and the Front Royal Subsidiaries as of the dates thereof or for the periods covered thereby in accordance with GAAP subject to normal and recurring year end adjustments and except that (i) the notes thereto may not be included and (ii) the statements of stockholders' equity and cash flows may not be included.

Financial Information. (a) The consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30December 31, 1996 1998 and the related consolidated statements of operations, shareholdersstockholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPXxxxxx Xxxxxxxx, copies of which have been delivered to each of the BanksLenders, fairly present, in conformity with GAAP and in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such period. (b) The unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as of January 31, 2000 and the related unaudited consolidated statements of operations and cash flows for the 12 months then ended, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 6.4(a) and in all material respects, the consolidated financial position of the Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal the applicable number of months then ended (subject to normal year-end adjustments and the absence of footnotes). (bc) The unaudited consolidated pro forma balance sheet of the Borrower Company and its Consolidated Subsidiaries as of June 30January 31, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended2000, copies of which have been delivered to each of the BanksLenders, fairly present, in all material respectspresents, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (aSection 6.4(a) of this Sectionand in all material respects, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end adjustmentsadjustments and the absence of footnotes), adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Acquisition Documents and the other Operative Documents, (ii) the making of the Loans, (iii) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Financing Documents and (iv) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, no Loan Party had and has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet. (cd) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct (excepting only immaterial omissions and deviations, as determined by the Lenders in their sole good faith judgment) and the amounts shown therein as "Eligible Government Receivables," "Eligible Commercial Receivables" and "Eligible Unbilled Receivables" have been determined as provided in the Financing Documents. (e) Since June 30December 31, 1997 1998, there has been no material adverse change in the business, operations, properties or financial position, or results condition of operations of the Borrower Holdings and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered taken as a whole. (f) The balance sheet of CODA Holdings was formed to effect the Acquisition (and previously consummated stock acquisitions), and except in connection therewith (and as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on contemplated' by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (gthis Agreement) Since September 30, 1996 there has been no material adverse change in the business, financial position assets or results of operations of CODAliabilities and conducts no operations. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of September at June 30, 1996 1997 and December 31, 1997 and the related audited consolidated statements of operationsincome, shareholders' equity of retained earnings and of cash flows for the fiscal year then endedperiods ended on such dates, reported on by Coopers & Xxxxxxx LLPArthxx Xxxexxxx, XXP, copies of which have heretofore been delivered furnished to each of the BanksLender, are complete and correct and present fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position condition of the Borrower and its Consolidated consolidated Subsidiaries as at such dates, and the consolidated results of such date their operations and their consolidated results of operations and cash flows for such the fiscal yearperiods then ended. (bii) The unaudited unconsolidated balance sheets of the Borrower and of CDH as at June 30, 1997 and December 31, 1997 and the related unaudited unconsolidated statements of income for the fiscal periods ended on such dates, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the unconsolidated financial condition of the Borrower and CDH as at such dates, and the unconsolidated results of their operations for the fiscal periods then ended. (iii) The unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1997 and December 31, 1997 and the related unaudited consolidating statements of income for the fiscal periods ended on such dates, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidating results of their operations for the fiscal periods then ended. (iv) The unaudited statements of cash flow to the Borrower from each of its consolidated Subsidiaries for the fiscal periods ended on June 30, 1997 and December 31, 1997, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the cash flow to the Borrower from each of its consolidated Subsidiaries for the fiscal periods then ended. (i) The unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of at June 30, 1997 1998 and the related unaudited consolidated statements of operations and cash flows for the nine months then endedincome, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then endedsix-month period ended on such date, all reported on certified by Coopers & Xxxxxxx LLPa Responsible Officer, copies of which have heretofore been delivered furnished to each of the BanksLender, are complete and correct and present fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position condition of ACE Insurance the Borrower and its Consolidated consolidated Subsidiaries as at such date, and the consolidated results of such date their operations and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year six-month period then ended (subject to normal year-end audit adjustments). (ii) The unaudited unconsolidated balance sheets of the Borrower and CDH as at June 30, 1998 and the related unaudited unconsolidated statements of income for the six-month period then ended, all reported on certified by Coopers & Xxxxxxx LLPa Responsible Officer, copies of which have heretofore been delivered furnished to each Lender, are complete and correct and present fairly the unconsolidated financial condition of the BanksBorrower and CDH as at such dates, fairly present, in all material respects, in conformity with generally accepted accounting principles, and the financial position of CODA as of such date and its unconsolidated results of their operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of their unconsolidated cash flows for the fiscal year six-month period then ended. (iii) The unaudited consolidating balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998 and the related unaudited consolidating statement of income for the six-month period then ended, all reported on certified by Coopers & Xxxxxxx LLPa Responsible Officer, copies of which have heretofore been delivered furnished to each Lender, are complete and correct and present fairly the consolidating financial condition of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date Borrower and its consolidated Subsidiaries as at such date, and the consolidating results of their operations and retained earnings and cash flows for such fiscal yearthe six-month period then ended. (iiv) Since November The unaudited statements of cash flow to the Borrower from each of its consolidated Subsidiaries for the six-month period ended on June 30, 1996 there has 1998, certified by a Responsible Officer, copies of which have heretofore been no furnished to each Lender, are complete and correct and present fairly the cash flow to the Borrower from each of its consolidated Subsidiaries for the six-month period then ended. (c) All of the financial statements referred to in clause (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (d) Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change in the businessGuarantee Obligation, financial position contingent liability or results of operations of Tempest.liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 1995 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPLybrxxx X.X.P. and incorporated by reference in the Borrower's 1995 Form 10-K, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 303, 1997 1996 and the related unaudited consolidated statements of operations income and cash flows for the nine months then ended, copies set forth in the Borrower's Latest Form 10-Q, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 1996 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole. whole (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of including without limitation any such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change caused by any action, suit or proceeding disclosed in the business, financial position or results of operations of ACE Insurance Borrower's periodic reports filed with the Securities and its Consolidated Subsidiaries, considered as a wholeExchange Commission from time to time). (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet statement of financial position of the Borrower and its Consolidated Subsidiaries as of September 30May 29, 1996 1994 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPPrice Waterhouse and set forth in the Borrower's 1994 Form 10-K, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal yearFiscal Year. (b) The unaudited condensed consolidated balance sheet statement of financial position of the Borrower and its Consolidated Subsidiaries as of June 30November 27, 1997 1994 and the related unaudited condensed consolidated statements of operations income and cash flows for the nine six months then ended, copies set forth in the Borrower's Latest Form 10-Q, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for other than with respect to omission of footnote disclosure and other information, all to the absence extent permitted to be omitted from a filing on Form 10-Q filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of footnotes1934) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine six month period (subject to normal year-end adjustments). (c) Since June 30November 27, 1997 1994 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2003 and the related consolidated statements of operationsincome, shareholderscash flows and changes in stockholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPKPMG LLP and set forth in the Borrower's 2003 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principlesprinciples in the United States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders' equity for such fiscal year. (b) The unaudited interim consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and income, cash flows and changes in stockholders' equity for the nine months then endedthree-month periods ended March 31, copies 2004 and June 30, 2004, set forth in the Borrower's Form 10-Q for each of such periods, a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for in the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionUnited States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders' equity for such nine month period (subject to normal year-end adjustments)periods. (c) Since June 30December 31, 1997 2003, there has been no material adverse change in the businessconsolidated financial condition, financial positionoperations, assets, business or results of operations prospects of the Borrower and its Consolidated Subsidiaries, considered taken as a wholewhole (a "Material Adverse Change"). (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Schedule 4.5(a) contains the following financial statements and financial information of MHS and its affiliates (collectively, the “Historical Financial Information”): (i) audited consolidated balance sheets and the related statements of operations, changes in net assets, and cash flows of MHS and its affiliates named therein (including the accompanying consolidating schedules of balance sheet information and statement of operations information) as of, and for the twelve (12)-month periods ended September 30, 2017, September 30, 2016, and September 30, 2015; (ii) an unaudited consolidated balance sheet of MHS and such affiliates (including the Borrower and its Consolidated Subsidiaries accompanying consolidating schedules of balance sheet information) as of September 30, 1996 and the related Balance Sheet Date (the “Reference Balance Sheet”); and (iii) an unaudited consolidated statements of operations, shareholders' equity changes in net assets, and cash flows of MHS and such affiliates (including the accompanying consolidating schedules of statement of operations information) for the fiscal year then endedsix month period ended on the Balance Sheet Date. (b) The Historical Financial Information is true, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly presentcorrect and complete in all material respects and presents fairly, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower MHS and its Consolidated Subsidiaries such affiliates as of such date the respective dates thereof and the results of their operations and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which respective periods covered thereby. The consolidated financial statements included in the Historical Financial Information have been delivered to each prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated (subject, in the case of the Banksunaudited Historical Financial Information, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for to the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower notes and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month period (subject to normal year-end audit adjustments, the effect of which is not material, individually or in the aggregate), and are based on the information contained in the Books and Records of Sellers and the Mission Acquired Entities. No Seller or Mission Acquired Entity has changed 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, including reserves for uncollected Accounts Receivable). (c) Since June 30Schedule 4.5(c) sets forth all Indebtedness of Sellers and the Mission Acquired Entities. For each item of Indebtedness of Sellers or the Mission Acquired Entities, 1997 there has been no material adverse change in the businessSchedule 4.5(c) correctly sets forth, financial position, or results of operations as of the Borrower Execution Date, the debtor or borrower, creditor or lender, outstanding principal amount, maturity date or dates, the collateral, if any, securing the Indebtedness (in reasonable detail), and its Consolidated Subsidiariesany prepayment, considered as a make-whole, breakage or other premiums, payments, fees, costs or penalties or other amounts required to be paid (in reasonable detail) to fully discharge such Indebtedness in connection with the consummation of the Contemplated Transactions. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows Except for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change Liabilities reflected in the businessReference Balance Sheet, financial position or results of operations of Tempest.and

Financial Information. (a) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at December 31, 1996 2001 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers Deloitte & Xxxxxxx LLPTouche LLP and set forth in the Borrower's annual report for the year ended December 31, copies 2001 as filed with the Securities and Exchange Commission on Form 10-K, a copy of which have has been delivered to each of the BanksBank, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of at such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June at March 30, 1997 2002 and the related unaudited consolidated statements of operations income and cash flows for the nine months fiscal quarter then ended, copies set forth in the Borrower's quarterly report for the fiscal quarter ended March 30, 2002 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the BanksBank, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection paragraph (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of at such date and their consolidated results of operations and cash flows for such nine three-month period (subject to normal year-end adjustmentsadjustments and the absence of footnotes). (c) Since June 30Except as disclosed in the Borrower's Form 10-Q filed on May 9, 1997 2002, since December 31, 2001 there has been no material adverse change in the business, financial position, or results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (ai) The audited consolidated balance sheet of the Borrower GranCare and its Consolidated Subsidiaries as of September 30December 31, 1996 1995, and the related consolidated statements of operationsincome, shareholders' stockholders equity and cash flows for the fiscal year then ended, reported on certified by Coopers Ernst & Xxxxxxx LLPYoung L.L.P., copies of which have been delivered to each of the BanksAgents, were prepared in accordance with GAAP applied on a consistent basis and fairly present, in all material respects, in conformity with generally accepted accounting principles, present the consolidated financial position of the Borrower and its Consolidated Subsidiaries GranCare as of such date and their the consolidated results of operations and cash flows of GranCare for such fiscal yearthe year then ended. (bii) The unaudited consolidated balance sheet of the Borrower GranCare and its Consolidated Subsidiaries as of June September 30, 1997 1996, and the related unaudited consolidated statements of operations income, stockholders equity and cash flows for the nine months nine-month period then ended, copies of which have been delivered to each of the BanksAgents, fairly present, were prepared in all material respects, in conformity accordance with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a consistent basis consistent with the financial statements referred to in subsection (a) of this Section, and fairly present the consolidated financial position of the Borrower and its Consolidated Subsidiaries GranCare as of such date and their the consolidated results of operations and cash flows of GranCare for such nine the nine-month period then ended, in each case subject to normal year-end audit adjustments and to the absence of footnotes. (iii) The unaudited pro forma consolidated balance sheet of Borrower and its Subsidiaries as of September 30, 1996, as set forth in the Borrower Prospectus, gives pro forma effect to the consummation of the Merger and the Distribution and the consummation of all other Transactions, all as if such events had occurred on September 30, 1996. The unaudited pro forma consolidated statements of income of Borrower and its Subsidiaries for the year ended December 31, 1995 and for the nine-month period ended September 30, 1996, all as set forth in the Borrower Prospectus, give pro forma effect to the consummation of the Merger and the Distribution and the consummation of all other Transactions, all as if such events had occurred on January 1, 1995. Such pro forma financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments). (cadjustments and to the absence of footnotes) Since June 30, 1997 there has been no material adverse change in and present fairly the business, consolidated financial position, or condition and results of operations of the Borrower and its Consolidated Subsidiaries, considered Subsidiaries on an unaudited pro forma basis as a wholeof the dates and for the periods set forth therein after giving effect to the consummation of the Transactions as described above. (div) The consolidated balance sheet Any report, financial statement, exhibit, schedule or other information (including the projections referred to in Section 3.1(h)(ii)(A)) furnished by or on behalf of ACE Insurance and Borrower or any of its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each either of the BanksAgents or Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto which constitutes a financial forecast or projection was prepared in good faith, fairly present, in all material respects, in conformity with generally accepted accounting principles, was based on assumptions that Borrower believes to be reasonable and was based on the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of best information known to Borrower at the time such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the businessreport, financial position statement, exhibit, schedule or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered other information was so furnished. Borrower has no reason to each believe that any such forecasts or projections are misleading in any material respect in light of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, circumstances existing at the financial position time of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearpreparation thereof. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. The Charterer will furnish, or cause to be furnished, to the Owner and each Investor: (a) The within 45 days after the end of each of the first three fiscal quarters during each fiscal year of Reading & Bxxxx, a consolidated balance sheet of the Borrower Reading & Bxxxx and its Consolidated consolidated Subsidiaries as of September 30the close of each such fiscal quarter, 1996 together with a consolidated income statement and consolidated statement of cash flows of Reading & Bxxxx and such Subsidiaries for such fiscal quarter, in each case setting forth in comparative form the corresponding consolidated figures for the same period of the next preceding fiscal year, all in reasonable detail and certified by the chief financial officer of Reading & Bxxxx as being true, complete and correct and as fairly presenting the financial condition and the related results of operations of the respective corporations covered thereby, subject to year-end adjustments; (b) within 90 days after the close of each fiscal year of Reading & Bxxxx, (i) audited consolidated balance sheets of Reading & Bxxxx and its consolidated Subsidiaries as of the close of such fiscal year, together with consolidated profit and loss statements and consolidated statements of operations, shareholders' equity and cash flows of Reading & Bxxxx and such Subsidiaries for the such fiscal year then endedyear, reported on certified as being true, complete and correct by Coopers Axxxxx Axxxxxxx & Xxxxxxx LLP, copies Co. or independent public accountants of which have been delivered to each of the Banks, comparable national standing and reputation as fairly present, in all material respects, in conformity with generally accepted accounting principles, presenting the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated position, results of operations and cash flows flow of Reading & Bxxxx and such Subsidiaries as of the end of such fiscal year and the consolidated results of their operations for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower , and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, presenting in all material respects, respects in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred prior fiscal years with such adjustments or changes as to in subsection which such independent public accountants concur; and (aii) of this Section, the consolidated financial position an update of the Borrower Contract Data Sheet previously submitted to the Investors (including, but not limited to, rig and its Consolidated Subsidiaries contract status and updated annual budget) true, complete and correct and fairly presenting the information contained therein as of such the date and their consolidated results of operations its submission to the Owner and cash flows for such nine month period (subject to normal year-end adjustmentsthe Investors).; (c) Since June 30within 30 days after the filing thereof with the Securities and Exchange Commission, 1997 there has been no material adverse change in a copy of each report, form or prospectus filed by Reading & Bxxxx or any of its Subsidiaries with the businessSecurities and Exchange Commission, financial position, or results of operations within three days of the Borrower and issuance of any press release or similar materials issued by Reading & Bxxxx or any of its Consolidated Subsidiaries, considered as a whole.; and (d) The consolidated balance sheet such other financial or other information relating to the affairs of ACE Insurance Reading & Bxxxx and its Consolidated consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered Owner or any Investor may from time to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yeartime reasonably request. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of September June 30, 1996 and the related consolidated statements of operationsincome, shareholders' ', equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers Ernst & Xxxxxxx Young LLP, copies of which have been delivered to each of the Banks, and the unaudited consolidated financial statements of the Parent for the interim period ended September 30, 1996, copies of which have been delivered to each of the Banks, (i) in the case of the aforementioned annual financial statements, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower Parent and its Consolidated Subsidiaries as of such date dates and their consolidated results of operations and cash flows for such fiscal year. periods stated and (bii) The unaudited consolidated balance sheet in the case of the Borrower and its Consolidated Subsidiaries as aforementioned interim financial statements, reflect all adjustments consisting only of June 30, 1997 and the related unaudited consolidated statements normal recurring accruals necessary for a fair presentation of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as of such date and their the consolidated results of their operations and changes in their cash flows flow for the period then ended, except that such nine month period (interim financial statements omit certain footnotes and are subject to normal year-end adjustments; PROVIDED, that, during the term of this Credit Agreement after the Closing Date, future representation as to the matters set forth in this ss.8.4(a) shall be deemed to refer to the most recent financial statements delivered pursuant to ss.9.4(a) and (b), respectively, including the notes thereto and any statements of the Parent or auditors accompanying such financial statements. (cb) Since Except for matters disclosed in the Parent's (i) Form 10-K for the fiscal year ended June 30, 1997 1996 (the "Form 10-K"), (ii) Form 10-Q for the quarterly period ended September 30, 1996 (the "Form 10-Q"), and (iii) Form 8-K filed on November 21, 1996 (the "Form 8-K") as to which the ultimate outcome, and whether such matters could not reasonably be expected to have a Material Adverse Effect, cannot be determined at this time, and, in the case of actions, suits or proceedings, any other actions, suits or proceedings based primarily on allegations similar to those contained in such proceedings, since September 30, 1996, there has been no material adverse change event, act, condition or occurrence having a Material Adverse Effect; PROVIDED, that, during the term of this Credit Agreement after the Closing Date, future representations as to the matters set forth in this ss.8.4 shall be deemed to refer to the businessmost recent financial statements delivered pursuant to ss.9.4(a) or (b), financial positionrespectively, or results of operations including notes thereto and any statement of the Borrower and its Consolidated Subsidiaries, considered as a wholeParent or auditors accompanying such financial statements. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. The Controlling --------------------- Shareholders have previously furnished to the Investor: (a) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 1996 sheets and the related audited consolidated statements of operationsincome, shareholders' changes in stockholders equity and cash flows changes in the financial position (including the related notes) of G-Modelo and subsidiar- ies for the fiscal year then endedyears ended December 31, reported on by Coopers & Xxxxxxx LLP1992 and December 31, copies 1991 and of which have been delivered to the G-Modelo Corporations for each of the Banksfour fiscal years ended December 31, fairly present1991, in all material respectsDecember 31, in conformity with generally accepted accounting principles1990, December 31, 1989 and December 31, 1988 accompanied by the auditor reports thereon (collec- tively, the consolidated financial position of the Borrower "Audited Consolidated Financial Statements"), and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations income of G-Modelo and cash flows subsidiaries for the nine two months then endedended Febru- ary 28, copies of which have been delivered to each of 1993 (collectively, the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent "Unaudited Consolidated Financial Statements" and together with the financial statements referred to in subsection (a) of this SectionAudited Consolidated Financial Statements, 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 nine month period (subject to normal year-end adjustmentsFinancial Statements"). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) . The audited consolidated balance sheet of ACE Insurance G-Modelo and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows subsidiaries for the fiscal year then endedended December 31, all reported on by Coopers & Xxxxxxx LLP, copies 1992 is hereinafter referred to as the "G-Modelo Balance Sheet." The Consolidated Financial Statements (i) were prepared from the (A) books and records of which have been delivered to each G-Modelo and the G-Modelo Corporations in the case of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Audited Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows Financial Statements for the fiscal year then endedended December 31, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each 1992 and the Unaudited Consolidated Financial Statements and (B) from the books and records of the BanksG-Modelo Corporations in the case of the Audited Consolidated Financial Statements for other four fiscal years, fairly present, which books and records accurately reflect in all material respectsrespects the accounts and trans- actions recorded therein, (ii) present fairly the finan- cial position, results of operations, chanxxx xn stock- holders equity and changes in conformity with generally accepted accounting principles, the financial position of CODA G-Modelo and its subsidiaries as of such date and its results for the periods in which they relate, and (iii) have been prepared in accordance with Mexican GAAP consistently applied through- out the periods covered, except as otherwise noted therein and except that the Unaudited Consolidated Finan- cial Statements are subject to any normal xxx xecurring adjustments which may arise from the audit of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then endedended December 31, all reported on by Coopers & Xxxxxxx LLP, copies 1993. The consolidated books and records of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest G-Modelo and its subsidiaries reflect that as of such date December 31, 1992, G-Modelo and its results of operations and retained earnings and cash flows for such fiscal yearthe G-Modelo Corpora- tions had cufine (Cuenta De Utilidad Fiscal Neta) in an aggregate amount equal to 2,216,147,400 Xexican Pesos. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Company has furnished to the Agent the consolidated balance sheet and the related consolidated statement of income, stockholder’s equity and cash flows (i) of the Borrower and its Consolidated Subsidiaries Company, as of September 30, 1996 2010, September 30, 2011 and the related consolidated statements of operationsSeptember 30, shareholders' equity and cash flows 2012 for the fiscal year 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 case reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each independent public accountants. Such financial statements of the Banks, Company referred to in subsection (a)(i) of this Section 4.04 fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date dates and their consolidated its results of operations and cash flows for such fiscal year. years. The Company has no actual knowledge (bafter reasonable inquiry) The unaudited consolidated balance sheet that such financial statements of the Borrower and its Consolidated Subsidiaries as Acquired Entity referred to in subsection (a)(ii) of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, this Section 4.04 do not fairly present, in all material respects, in conformity with generally accepted accounting principles GAAP, the financial position of the Acquired Entity as of such dates and its results of operations and cash flows for such fiscal years. (except b) The Company has furnished to the Agent the unaudited consolidated balance sheet and the related unaudited consolidated statements of income and cash flows of each of the Company and the Acquired Entity, for each fiscal quarter subsequent to (i) with respect to the absence Company, September 30, 2012 and (ii) with respect to the Acquired Entity, December 31, 2012, and in each case ended at least 45 days prior to the Closing Date. Such financial statements of footnotes) the Company fairly present, in all material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (aa)(i) of this SectionSection 4.04, the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date dates and their consolidated results of operations and cash flows for such nine three month period (subject to normal year-end adjustments). . The Company has no actual knowledge (cafter reasonable inquiry) Since June 30, 1997 there has been no material adverse change in the business, that such financial position, or results of operations statements of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, Acquired Entity do not fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP applied on a basis consistent with the financial statements referred to in subsection (a)(ii) of this Section 4.04. (c) The Company has furnished to the Agent pro forma information in the Confidential Information Memorandum relating to the Company as of and for the twelve-month period ending September 30, 2012, prepared after giving effect to the Transactions. Such pro forma financial information has been prepared in good faith by the Company and based on assumptions believed by the Company to be reasonable, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearthe Company assuming that the Transactions had actually occurred. (ed) Since September 30As of the Closing Date, 1996 there has will have been no material adverse change in the businessfinancial condition, financial position business or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of the Company since September 30, 1996 2012, unless and to the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change extent disclosed in the businessCompany’s quarterly reports on Form 10-Q, financial position or results of operations of CODAas filed with the Commission. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been Seller has delivered to each of the BanksPurchaser (i) true, fairly presentcorrect and complete copies, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company's unaudited balance sheets as of such date September 30, 1996, 1997 and their consolidated results 1998 and the related statements of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet each of the Borrower and its Consolidated Subsidiaries as of June years in the three year period ended September 30, 1998, together with notes to such financial statements, and (ii) true, correct and complete copies, in all material respects, of the Company's unaudited balance sheets as at December 31, 1998 and 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months 3-month periods then endedended (collectively, copies the "Financial Statements"). The unaudited balance sheet of which the Company at December 31, 1998 is herein referred to as the "Interim Balance Sheet," and December 31, 1998 is herein referred to as the "Interim Balance Sheet Date." (b) Except as otherwise noted, the Financial Statements are in accordance with the books and records of the Company and have been delivered to each of the Banks, fairly present, prepared in all material respects, in conformity accordance with generally accepted accounting principles (except for consistently applied throughout the absence periods covered thereby. The balance sheets included in the Financial Statements present fairly in all material respects as of footnotes) applied on a basis consistent with their respective dates the financial statements referred to in subsection (a) of this Section, the consolidated financial position condition of the Borrower Company (subject, in the case of the unaudited Financial Statements, to year end adjustments that may be required upon audit, which adjustments will not have a material adverse effect on such financial statements). All liabilities and its Consolidated Subsidiaries as obligations of the Company, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of such date Financial Statements have been disclosed on the balance sheets included in the Financial Statements or in notes to the Financial Statements to the extent such liabilities were required, under generally accepted accounting principles, to be so disclosed. The statements of operations and their consolidated cash flows included in the Financial Statements present fairly in all material respects the results of operations and cash flows of the Company for the periods indicated (subject, in the case of the unaudited Financial Statements, to year end adjustments that may be required upon audit, which adjustments will not have a material adverse effect on such nine month period (subject financial statements), and the notes included in the Financial Statements present fairly the information purported to normal yearbe shown thereby. The statements of operations included in the Financial Statements do not contain any items of special or non-end adjustments)recurring income material to the Company or other income not earned in the ordinary course of business except as expressly specified therein. (c) Since June 30The accounts receivable of the Company set forth on the Interim Balance Sheet or arising since the date thereof are valid and genuine; have arisen solely out of bona fide sales and deliveries of goods, 1997 there has been no material adverse change performance of services and other business transactions in the businessordinary course of business consistent with past practice; are not subject to valid defenses, financial positionset-offs or counterclaims; and, or results of operations except for the Past Due Accounts Receivable, are collectible at the full recorded amount thereof within 90 days of the Borrower and its Consolidated Subsidiaries, considered as invoice date (by use of the Company's normal collection methods without resort to litigation or reference to a wholecollection agency). (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each All inventory of the BanksCompany, fairly presentincluding without limitation raw materials, work-in process and finished goods, reflected on the Interim Balance Sheet or acquired since the date thereof was acquired and has been maintained in the ordinary course of business; consists substantially of a quality, quantity and condition usable, leasable or saleable in the ordinary course of business; is valued at the lower of cost or market in accordance with generally accepted accounting principles and consistent with the Financial Statements in all material respects; and is not subject to any write-down or write-off. The Company is not under any liability or obligation with respect to the return of inventory in the possession of wholesalers, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearretailers or other customers. (e) Since September 30, 1996 there The Company has been no material adverse change liabilities of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, determined or determinable or otherwise, including without limitation documentary or standby letters of credit, bid or performance bonds, or customer or third party guarantees, and no existing condition, situation or set of circumstances that could reasonably result in such a liability, other than liabilities set forth on the business, financial position Interim Balance Sheet or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a wholeon the Schedules hereto. (f) The balance sheet books, records and accounts of CODA as of September 30, 1996 the Company accurately and fairly reflect the transactions undertaken by and the related statements of operations assets and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each liabilities of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearCompany. (g) Since September 30Schedule 6.9(g) lists the name and address of every bank and other financial institution in which the Company maintains an account (whether checking, 1996 there has been no material adverse change in savings or otherwise), lock box or safe deposit box, and the business, financial position account numbers and names of persons having signing authority or results of operations of CODAother access thereto. (h) The balance sheet of Tempest as of November 30, 1996 and Since the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 Interim Balance Sheet Date there has been no material adverse Material Adverse Change, whether as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or otherwise; and, to the best knowledge of Seller and the Company, no fact or condition exists or is contemplated or threatened which could reasonably be anticipated to cause such a change in the business, financial position or results of operations of Tempestfuture.

Financial Information. 7 of the Seller Disclosure Letter contains copies of the following financial statements of the Companies and the Canadian Parks Business (acollectively, the "Financial Statements"): (i) The consolidated the audited combined balance sheet of the Borrower Companies, the Company Subsidiaries and its Consolidated Subsidiaries the Canadian Parks Business (the "Balance Sheet") as of September 30December 31, 1996 2005 (the "Balance Sheet Date") and December 31, 2004 and the related consolidated statements of operations, shareholders' equity income and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banksthree years in the period ending December 31, fairly present, in all material respects, in conformity 2005 (together with generally accepted accounting principles, the consolidated financial position of notes thereto) and (ii) the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower Companies, the Company Subsidiaries and its Consolidated Subsidiaries the Canadian Parks Business as of June 30March 31, 1997 2006, and the related unaudited consolidated statements statement of operations and cash flows income for the nine months three month period then ended, copies of which have been delivered to each of ended (the Banks, "Interim Financial Statements"). The Financial Statements (x) present fairly present, in all material respects, in conformity with generally accepted accounting principles (except for respects the absence of footnotes) applied on a basis consistent with the combined financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower condition and its Consolidated Subsidiaries as of such date and their consolidated results of operations of the Companies, the Company Subsidiaries and cash flows the Canadian Parks Business as of the dates thereof or for such nine month period the periods covered thereby (subject subject, in the case of the Interim Financial Statements, to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 adjustments and the related consolidated statements absence of operations full footnote disclosure) and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which (y) have been delivered to each of the Banks, fairly present, prepared in all material respectsrespects in accordance with GAAP applied on a consistent basis for the periods involved (except as may be indicated in the notes thereto). The Financial Statements have been prepared in all material respects in accordance with the books of account and other records of the Companies, the Company Subsidiaries and the Canadian Parks Business. All of the representations in (a) above are qualified by the fact that Paramount Parks is a wholly-owned Subsidiary of CBS. As disclosed in Note 1 and Note 3 to the Financial Statements, Paramount Parks relies on CBS for certain general and administrative services and engages in related party transactions with CBS and certain companies affiliated with CBS. The amounts recorded for these transactions are not necessarily representative of the amounts that would have been reflected in the Financial Statements had Paramount Parks been operated as a stand-alone company for the periods presented. For purposes of the representations and warranties contained in this Agreement (other than Section 3.7(c) below), materiality standards and the application of GAAP shall be measured with respect to the Companies, the Company Subsidiaries and the Canadian Parks Business and not against CBS. To Seller's Knowledge, the Companies, the Company Subsidiaries and CBS Canada (with respect to the Canadian Parks Business) maintain a system of internal accounting controls sufficient to provide reasonable assurances to CBS that transactions are recorded as necessary to permit preparation of financial statements of CBS in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearGAAP. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September June 30, 1996 1998 and the related consolidated statements of operationsincome, shareholderscash flows and stockholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPPricewaterhouseCoopers LLP and set forth in the Borrower's 1998 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their the consolidated results of operations and cash flows for such fiscal year. The Borrower and its Subsidiaries did not, as of June 30, 1998, have any material contingent obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in any of such financial statements or notes thereto. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30March 31, 1997 1999 and the related unaudited consolidated statements of operations and income, cash flows and stockholders' equity for the nine months then ended, copies set forth in the Borrower's Quarterly Report for the fiscal quarter ended March 31, 1999 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection paragraph (a) of this Section), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their the consolidated results of operations and cash flows for such nine nine-month period (subject to normal year-year- end adjustments). (c) Since Except as for changes in the financial condition and results of operations reflected in the financial statements filed with the Borrower's Form 10-Q for the third quarter of 1999, since June 30, 1997 there 1998, no event or circumstance has been no material adverse change occurred that has resulted or could reasonably be expected to result in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a wholeMaterial Adverse Effect. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Set forth in SECTION 3.05(a) OF THE LYNX DISCLOSURE SCHEDULE are (i) the unaudited consolidated balance sheet as of December 31, 1998 and the Borrower unaudited consolidated income statement for the fiscal year then ended for Financial Times Asset Management Group ("FTAM") and its Consolidated Subsidiaries Financial Times Research Products ("FTRP"), FTRP having been sold on February 19, 1999 (the "1998 FINANCIAL STATEMENTS"), (ii) the unaudited consolidated balance sheet as of September 30, 1996 1999 (the "REFERENCE BALANCE SHEET") and the related unaudited consolidated profit and loss statement for the nine-month period then ended for FTAM (the "INTERIM FTAM FINANCIAL STATEMENTS") and (iii) the audited statutory balance sheet as of December 31, 1998 and the audited statutory profit and loss statements for the fiscal year then ended for each of operationsExShare Financial Limited (including FTRP), shareholders' equity Financial Times Information (H.K.) Limited, Financial Times Information Australia Pty Limited and cash flows Financial Times Information (Singapore) PTE Limited, and the audited balance sheet as of December 31, 1998 for Interactive Data Corporation (the "LYNX COMPANY AUDITED FINANCIAL STATEMENTS"). (b) The 1998 Financial Statements constitute the year-end consolidating financial statements for FTAM and FTRP provided to Xxxxxxx plc, a company organized under the laws of England and Wales ("PEARSON") by the management of FTAM and FTRP and incorporated by Pearson in its consolidated audited financial statements as of December 31, 1998 and for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June The Interim FTAM Financial Statements have been extracted from the books and records of FTAM and have been prepared by the management of FTAM in the ordinary course of business for incorporation into the management accounts of Pearson as of September 30, 1997 there has been no material adverse change in 1999 and for the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a wholenine-month period then ended. (d) The Lynx Company Financial Statements were prepared in accordance with the generally accepted accounting principles stated to be applicable thereto and fairly present for each Lynx Company covered thereby the consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries financial position as of September 30December 31, 1996 1998 and the related consolidated statements results of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. The Obligors (aor in the case of clauses (i) The consolidated balance sheet of and (ii), Harvard) shall furnish to the Borrower Agents and its Consolidated Subsidiaries as of September 30each Lender, 1996 and at the related consolidated statements of operationstimes indicated, shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banksfollowing: (i) within ninety (90) days after the end of each Fiscal Year, fairly presentan audited Consolidated Balance Sheet, with a Consolidating Balance Sheet attached thereto, as at the close of such year, and consolidated and consolidating statements of profit and loss, cash flow and reconciliation of surplus of the Obligors and their subsidiaries for such year, audited by independent public accountants selected by Harvard and satisfactory to the Agents; (ii) within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year a Consolidated Balance Sheet and Consolidating Balance Sheet as at the end of such period and consolidated and consolidating statements of profit and loss, cash flow and surplus of the Obligors and their subsidiaries, certified by an authorized financial or accounting officer of the Obligors (or relevant Obligor); (iii) within thirty (30) days after the end of each month a Consolidated Balance Sheet as at the end of such period and consolidated and consolidating statements of profit and loss, cash flow and surplus of the Obligors and their subsidiaries for such period, certified by an authorized financial or accounting officer of the Obligors (or relevant Obligor); (iv) from time to time, such further information regarding the business affairs and financial condition of the Obligors and/or any subsidiaries thereof as the Agents may reasonably request, including, without limitation (A) the accountant's management practice letter and (B) not later than the 45th day of each Fiscal Year, annual cash flow projections in form satisfactory to the Required Facility Lenders; (v) within fifteen (15) days after the end of each month, a statement setting forth each of the following for the Obligors: (i) all Accounts (including and distinguishing Accounts that are not Eligible Accounts Receivable); (ii) accounts payable; and (iii) Inventory (including and distinguishing Inventory that is not Eligible Inventory), together with a certification as to all such matters prepared by an Authorized Officer of Harvard; and (vi) on the second Business Day of each week and at such other times as the Administrative Agent shall request, a Borrowing Base Certificate showing Eligible Accounts as of the close of business on the last Business Day of the preceding week and Eligible Inventory as of the close of business on the last Business Day of the preceding month and as of such other times as the Administrative Agent in its reasonable business judgment shall require; provided, however, that upon the occurrence of any change in the information provided on the most recently provided Borrowing Base Certificate which could have or could reasonably be expected to have a Material Adverse Effect, Harvard shall promptly provide to the Administrative Agent a new Borrowing Base Certificate reflecting such change. Each of the financial statements which the Obligors are required to submit as provided above in clauses (i) and (ii) of this Paragraph 9.2(g) must be accompanied by an officer's certificate, signed by the President, Vice President, Controller, or Treasurer or other Authorized Officer, pursuant to which any one such officer must certify that: (x) the financial statement(s) present fairly, in all material respects, in conformity with generally accepted accounting principles, the consolidated relevant Obligors' financial position condition at the end of the Borrower and its Consolidated Subsidiaries particular accounting period, as of well as such date and their consolidated Obligors' operating results of operations and cash flows for during such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30accounting period, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end audit adjustments). ; and (cy) Since June 30, 1997 during the particular accounting period: (A) there has been no material adverse change in Default or Event of Default under this Financing Agreement or default or event of default under the businessJunior Lien Financing Agreement, financial positionprovided, however, that if any such officer has knowledge that any such Default or results Event of operations of the Borrower and its Consolidated SubsidiariesDefault, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principleshas occurred during such period, the consolidated financial position existence of ACE Insurance and its Consolidated Subsidiaries as a detailed description of same shall be set forth in such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.officer's

Financial Information. (a) The consolidated balance sheet of the such Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 20132016 and the related consolidated statements of operationsincome, shareholders' equity cash flows, capitalization and cash flows retained earnings for the fiscal year then ended, reported on by Coopers Deloitte & Xxxxxxx LLPTouche, copies of which have been delivered to each of the BanksLenders by using such Borrower’s Syndtrak site or otherwise made available, fairly present, present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the such Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the such Borrower and its Consolidated Subsidiaries as of June September 30, 1997 2014 and the related unaudited consolidated statements of operations income and cash flows for the nine months then ended, copies of which have been delivered to each of the BanksLenders by using such Borrower’s Syndtrak site or otherwise made available, fairly present, present in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the such Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows changes in financial position for such nine nine-month period (subject to normal year-end adjustments)adjustments and the absence of footnotes).[Reserved]. (c) Since June 30December 31, 1997 there has been no material adverse change in the business20132016, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance such Borrower and its Consolidated Subsidiaries, considered as a whole, except as publicly disclosed prior to the SecondThird Amendment Effective Date. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Subsidiaries, dated as of September 30December 31, 1996 1997, and the related consolidated statements of operations, shareholders' equity and cash flows Borrower's financial position for the fiscal year Fiscal Year then ended, reported on by Coopers Ernst & Xxxxxxx Young LLP, copies a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, 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 fiscal yearFiscal Year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Guarantor, dated as of June 30December 31, 1997 1997, and the related unaudited consolidated statements of operations and cash flows Guarantor's financial position for the nine months Fiscal Year then ended, copies reported on by Ernst & Young LLP and set forth in the Guarantor's 1997 Form 10-K, a copy of which have has been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionGAAP, the consolidated financial position of the Borrower Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine month Fiscal Year. (c) The unaudited consolidated balance sheet of Guarantor as at September 30, 1998 and related statements of income, retained earnings and cash flow for the period then ended, certified by the chief accounting officer or chief financial officer of Guarantor, a copy of which has been delivered to Administrative Agent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein) and fairly present the consolidated financial position of Guarantor, Borrower and the Consolidated Subsidiaries as of such date and the results of operations and cash flow for the period covered thereby, subject to normal year-end adjustments). (c) Since June 30. Neither Borrower, 1997 there has been no Guarantor nor any Consolidated Subsidiary had on such date any material adverse change Contingent Obligations, liabilities for taxes or long-term leases, unusual forward or long-term commitments or unrealized losses from any unfavorable commitments which are not reflected in the business, financial position, foregoing statements or results of operations of in the Borrower notes thereto and its Consolidated Subsidiaries, considered as a wholewhich are material. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries Since December 31, 1997, (i) except as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which may have been delivered disclosed in writing to each of the Banks, fairly presentnothing has occurred having a Material Adverse Effect, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries (ii) except as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered previously disclosed to each of the Banks, fairly present, in all neither the Borrower nor Guarantor has incurred any material respects, in conformity with generally accepted accounting principles, indebtedness or guaranty on or before the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal yearClosing Date. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2015 and the related consolidated statements of operationsincome, shareholders' equity and comprehensive income, cash flows and changes in stockholders’ equity for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPKPMG LLP and set forth in the Borrower’s 2015 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principlesprinciples in the United States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders’ equity for such fiscal year. (b) The unaudited interim consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and income, comprehensive income, cash flows and changes in stockholders’ equity for the nine months then endedthree-month period ended March 31, copies 2016, set forth in the Borrower’s Form 10-Q for such period, a copy of which have has been delivered to each of the BanksLenders or otherwise made available to the Lenders as contemplated by Section 5.1, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for in the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionUnited States, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and operations, cash flows and changes in stockholders’ equity for such nine month period (period, subject to normal year-end audit adjustments). (c) Since June 30December 31, 1997 2015, there has been no material adverse change in the businessconsolidated financial condition, financial position, operations or results of operations assets of the Borrower and its Consolidated Subsidiaries, considered taken as a wholewhole (a “Material Adverse Change”). (d) The consolidated balance sheet charges, accruals and reserves on the books of ACE Insurance the Borrower and its Consolidated Subsidiaries as in respect of September 30taxes or other governmental charges are, 1996 and in the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each opinion of the BanksBorrower, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearadequate. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30July 28, 1996 and the related consolidated statements of operations, shareholders' equity operations and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPLybrxxx X.X.P. and set forth in the Borrower's 1996 Form 10-K, copies a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30January 25, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine six months then ended, copies set forth in the Borrower's Latest Form 10-Q, a copy of which have has been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine six-month period (subject to normal year-end adjustments). (c) Since June 30July 31, 1997 1996 there has been no material adverse change in the business, condition (financial position, or otherwise) or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. Seller has furnished Purchaser with the following: (ai) The reviewed consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries Seller as of September 30December 31, 1996 2016 (the “Balance Sheet Date”), December 31, 2015, December 31, 2014, and December 31, 2013 and the related reviewed consolidated statements of operations, shareholders' stockholders’ equity and cash flows for the fiscal year then endedyears ended December 31, reported 2016, December 31, 2015, December 31, 2014 and December 31, 2013 (collectively, the “Reviewed Statements”); (ii) the internally-prepared consolidated balance sheet of Seller as of June 30, 2017 and the related internally-prepared consolidated statements of operations for the six (6) months ended June 30, 2017 (the “Interim Statements”); and (iii) the rent roll for all Locations for June, 2017 indicating the contract rent and actual rent collected for each Location (the “Rent Roll”). The Reviewed Statements, the Interim Statements and the Rent Roll are attached hereto as Schedule 5.10 and, except as described therein or on by Coopers & Xxxxxxx LLPSchedule 5.10, copies of which the Reviewed Statements and the Interim Statements have been delivered to each prepared in accordance with the method of accounting utilized by Seller, consistently applied. The Reviewed Statements and the Interim Statements fairly and accurately present, in all material respects, the financial position of Seller as of the Banksapplicable dates and the related statements of operations, stockholders’ equity and cash flows fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position results of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations operations, stockholder’s equity and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and provided that cash flows are not included in the Interim Statements) of Seller for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments)applicable periods. (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the such Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 20122013 and the related consolidated statements of operationsincome, shareholders' equity cash flows, capitalization and cash flows retained earnings for the fiscal year then ended, reported on by Coopers Deloitte & Xxxxxxx LLPTouche, copies of which have been delivered to each of the BanksLenders by using such Borrower’s Syndtrak site or otherwise made available, fairly present, present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the such Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (b) The unaudited consolidated balance sheet of the such Borrower and its Consolidated Subsidiaries as of June September 30, 1997 20132014 and the related unaudited consolidated statements of operations income and cash flows for the nine months then ended, copies of which have been delivered to each of the BanksLenders by using such Borrower’s Syndtrak site or otherwise made available, fairly present, present in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the such Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows changes in financial position for such nine nine-month period (subject to normal year-end adjustmentsadjustments and the absence of footnotes). (c) Since June 30December 31, 1997 there has been no material adverse change in the business20122013, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance such Borrower and its Consolidated Subsidiaries, considered as a whole, except as publicly disclosed prior to the Second Amendment Effective Date. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The Prairie has previously furnished Integra with true and complete copies of the audited consolidated balance sheet sheets of Prairie and the Borrower and its Consolidated Prairie Subsidiaries as of September 30December 31, 1996 2005 and the 2004, and related consolidated income statements and statements of operations, shareholders' changes in stockholders’ equity and of cash flows for the fiscal year then endedthree (3) years ended December 31, reported on by Coopers & Xxxxxxx LLP2005, copies of which have been delivered to each of together with the Banksnotes thereto, fairly presentand the unaudited, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited consolidated balance sheet sheets of Prairie and the Borrower and its Consolidated Prairie Subsidiaries as of June 30, 1997 2006 and the related unaudited consolidated income statements and statement of operations and cash flows changes in stockholders’ equity for the nine six months then endedended (together, copies of which the “Prairie Financial Statements”). The Prairie Financial Statements have been delivered to each of the Banks, fairly present, prepared in all material respects, in conformity accordance with generally accepted accounting principles (except for the absence of footnotes) applied on a consistent basis consistent with (except as may be disclosed therein and except for regulatory reporting differences required by the financial statements referred to in subsection (acall reports of Prairie Bank) of this Section, and fairly present the consolidated financial position of and the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations operations, changes in stockholders’ equity and cash flows of Prairie and the Prairie subsidiaries as of the dates and for such nine month period the periods indicated (subject subject, in the case of interim financial statements, to normal recurring year-end adjustments, none of which shall be material). (c) Since June 30. The books and records of Prairie and the Prairie Subsidiaries since January 1, 1997 there has been 2001 have been, and are being, maintained in accordance with generally applied accounting principles and all other applicable legal and accounting requirements and reflect only actual transactions. There exist no material adverse change in liabilities of Prairie and the business, financial position, or results of operations of the Borrower and its Consolidated Prairie Subsidiaries, considered as contingent or otherwise, of a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered type required to each of the Banks, fairly present, be disclosed in all material respects, in conformity accordance with generally accepted accounting principlespractices, except as disclosed in the consolidated financial position Prairie Financial Statements. To the Knowledge of ACE Prairie, there is no fact or circumstance that would indicate that Prairie will not be able to comply with the audit, recordkeeping and management review of internal controls requirements of the Federal Deposit Insurance and its Consolidated Subsidiaries Corporation Improvement Act of 1991 (“FDICIA”) as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal yearDecember 31, 2006. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) All balance sheets, all statements of operations, shareholders’ equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly, in all material respects, the consolidated financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended. (b) The consolidated balance sheets of the Borrower for its Fiscal Year and three-month period ended December 31, 2006 and March 31, 2007, respectively, and the related consolidated statements of income and cash flows and, in the case of the 2006 Fiscal Year, changes in shareholders’ equity of the Borrower for its Fiscal Year and, except for changes in shareholder’s equity, three month period ended on such dates, copies of which have been furnished to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the Borrower at the date of said financial statements and the consolidated results of operations for the periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the three-month interim financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of full footnotes. (c) The pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30March 31, 1996 2007 (after giving effect to the Transaction and the related consolidated statements of operationsfinancing therefor), shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLP, copies a copy of which have has been delivered furnished to each the Lenders prior to the Effective Date, presents a good faith estimate of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the pro forma 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 fiscal yeardate. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the nine months then ended, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments). (c) Since June 30, 1997 there has been no material adverse change in the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30December 31, 1996 2006 and the related consolidated statements of operationsconsolidated income, consolidated cash flows and consolidated shareholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Xxxxxxx LLPKPMG LLP and set forth in the Borrower's 2006 Annual Report to Shareholders, copies a copy of which have has been delivered to each of the BanksAgent (for posting on Intralinks for the Banks or otherwise), fairly present, in all material respects, in conformity with generally accepted accounting principles, 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 fiscal year. (b) The unaudited condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 2007 and the related unaudited consolidated condensed statements of operations consolidated income and consolidated cash flows for the nine three months then ended, copies set forth in the Borrower's quarterly report for the fiscal quarter ended June 30, 2007 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the BanksAgent, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection (except as otherwise disclosed therein), 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 nine six-month period (subject to normal year-end adjustmentsadjustments and the absence of footnotes). (c) Since June 30As of the Closing Date, 1997 there has been no material adverse change since December 31, 2006 in the business, financial position, position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of September 30December 31, 1996 and the related consolidated statements of operations, shareholdersstockholders' equity and cash flows for the fiscal year Fiscal Year then ended, reported on by Coopers & Xxxxxxx LLPLybrxxx XXX, copies of which have been will be delivered to each of the BanksLenders on or before July 31, 1997, shall fairly present, in all material respects, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date and their consolidated its results of operations operations, changes in stockholders' equity and cash flows for such fiscal yearperiod. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of June April 30, 1997 1997, and the related unaudited consolidated statements of operations and cash flows for the nine four months then ended, copies of which have been delivered to each of the BanksLenders, fairly present, in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this SectionSection 6.04(a), the consolidated financial position of the Borrower and its Consolidated Subsidiaries Company as of such date and their its consolidated results of operations and cash flows for such nine month period the four months then ended (subject to normal year-end adjustmentsadjustments and to the absence of footnotes). (c) Since June The pro forma balance sheet of the Company as of April 30, 1997 1997, a copy of which has been delivered to each of the Lenders, fairly presents, in conformity with GAAP applied on a basis consistent with the financial statements referred to in Section 6.04(a), the consolidated financial position of the Company as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the transactions contemplated by the Acquisition Documents, (ii) the making of the Loans and the issuance of the Warrants, (iii) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Financing Documents and (v) the payment of all legal, accounting and other fees related thereto to the extent known at the time of the preparation of such balance sheet. As of the date of such balance sheet and the date hereof, neither the Company nor any of its Subsidiaries had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not fully reflected on such balance sheet. (d) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct and the amount shown therein as "Eligible Receivables" has been determined as provided in the Financing Documents. (e) Since December 31, 1996, there has been no material adverse change in the business, operations, properties, prospects or condition (financial position, or results of operations otherwise) of the Borrower and Company or any of its Consolidated Subsidiaries, considered as a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.

Financial Information. (a) The consolidated balance sheet Schedule 3.13(a) to the Company Disclosure Letter contains (i) the audited combined statement of net assets of the Borrower and its Consolidated Subsidiaries Business to be sold (“Statement of Net Assets”) as of September 30May 1, 1996 2005 (the “May 1, 2005 Statement of Net Assets"), the audited combined statement of net sales, cost of goods sold and direct operating expenses of the related consolidated statements Business (“Statement of operations, shareholders' equity and cash flows Net Sales") for the fiscal year then endedended May 1, reported on by Coopers & Xxxxxxx LLP2005 and the unaudited Statement of Net Sales for the fiscal year ended May 2, copies 2004 (the “2004 and 2005 Statement of which have been delivered Net Sales"), and (ii) the unaudited Statement of Net Assets as of October 30, 2005 and related unaudited Statement of Net Sales for the six (6) month period ended October 30, 2005 (collectively, the foregoing financial statements are referred to each of as the Banks, “Financial Statements”). The Financial Statements (i) fairly present, in all material respects, the combined net assets to be sold and the related combined net sales, cost of goods sold and direct operating expenses of the Business as of the respective dates thereof, and (ii) have been derived from the general ledger and other financial records of Company which have been maintained in conformity a manner consistent with generally accepted accounting principles, the Company’s internal controls over financial reporting. The financial information reflected in the Financial Statements is included in the Company’s 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 fiscal yearstatements which have been prepared in accordance with GAAP. (b) The unaudited consolidated Schedule 3.13(b) to the Company Disclosure Letter contains the audited balance sheet sheets of the Borrower and its Consolidated Subsidiaries Business as of June 30May 1, 1997 2005 and May 2, 2004, and the related unaudited consolidated combined statements of operations income and cash flows of the Business for the nine months fiscal years then endedended (the “2004 and 2005 S-X Business Financials"), copies of which have been delivered to each prepared in accordance with Regulation S-X (“Regulation S-X”) of the Banks, fairly present, Securities and Exchange Commission (“SEC”). The 2004 and 2005 S-X Business Financials have been derived from the general ledger and other financial records of Company which have been maintained in all material respects, in conformity with generally accepted accounting principles (except for the absence of footnotes) applied on a basis manner consistent with the Company’s internal controls over financial reporting. The financial information reflected in the 2004 and 2005 S-X Business Financials is included in the Company’s consolidated financial statements referred to which have been prepared in subsection (a) of this Section, 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 nine month period (subject to normal year-end adjustments)accordance with GAAP. (c) Since June 30, 1997 there has been no material adverse change in Schedule 3.13(c) to the business, financial position, or results of operations of the Borrower and its Consolidated Subsidiaries, considered as Company Disclosure Letter sets forth a whole. (d) The consolidated balance sheet of ACE Insurance and its Consolidated Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of reconciliation which have been delivered to each of the Banks, reconciliation fairly present, presents in all material respectsrespects the adjustments necessary to reconcile the May 1, in conformity with generally accepted accounting principles, the consolidated financial position 2005 Statement of ACE Insurance and its Consolidated Subsidiaries as of such date and their consolidated results of operations and retained earnings and cash flows for such fiscal year. (e) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of ACE Insurance and its Consolidated Subsidiaries, considered as a whole. (f) The balance sheet of CODA as of September 30, 1996 Net Assets and the related statements 2004 and 2005 Statement of operations Net Sales to the 2004 and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of CODA as of such date and its results of operations and retained earnings and cash flows for such fiscal year2005 S-X Business Financials. (g) Since September 30, 1996 there has been no material adverse change in the business, financial position or results of operations of CODA. (h) The balance sheet of Tempest as of November 30, 1996 and the related statements of operations and retained earnings and of cash flows for the fiscal year then ended, all reported on by Coopers & Xxxxxxx LLP, copies of which have been delivered to each of the Banks, fairly present, in all material respects, in conformity with generally accepted accounting principles, the financial position of Tempest as of such date and its results of operations and retained earnings and cash flows for such fiscal year. (i) Since November 30, 1996 there has been no material adverse change in the business, financial position or results of operations of Tempest.