Common use of Financial Information Clause in Contracts

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. Midwest shall cause to be delivered to the Owner Trustee, the Owner Lessor, the Owner Participant, and for as long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) Section 5.6(aas soon as available and in any event within sixty (60) days after the end of each of the Purchaser Parent Disclosure Letter contains copies first three Fiscal Quarters of each Fiscal Year of Midwest, consolidated balance sheets of Midwest (iwhich will include results for its Consolidated Subsidiaries) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 the end of such Fiscal Quarter and March 31, 2018 consolidated statements of income and cash flows of Midwest (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the “Purchaser Working Capital Statements”) and (ii) period commencing at the audited balance sheet end of the Purchaser Business as previous Fiscal Year and ending with the end of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”).such Fiscal Quarter; (b) Except as set forth soon as available and in Section 5.6(bany event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of Midwest, commencing with the 2013 Fiscal Year, a copy of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsannual audited report for such Fiscal Year for Midwest, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view including therein consolidated balance sheets of (x) the state of affairs of the Purchaser Business Midwest as of the dates therein specified end of such Fiscal Year and (y) consolidated statements of income and cash flows of Midwest or such Fiscal Year, and accompanied by the results opinion of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesKPMG LLP or other internationally recognized independent auditors selected by Midwest, procedures, policies and methods consistent which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements.GAAP applied on a basis consistent with prior periods; (c) Except as set forth in soon as available, one copy of any documents filed by Midwest with the Securities and Exchange Commission or any successor agency pursuant to Section 5.6(c13(a), 13(c), 14 or 15(d) (or any successor sections) of the Purchaser Parent Disclosure LetterSecurities Exchange Act of 1934, as amended (the Purchaser “Exchange Act”) except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database; (d) within ten (10) Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet Days after each anniversary of the Purchaser Plan Effective Date, a certificate from Midwest’s insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (e) as soon as possible and in any event within ten (10) Business prepared in accordance with IFRS, except for Days after any Authorized Officer of Midwest obtains (i) Liabilities accrued forknowledge of the occurrence thereof, reflected onnotice of any casualty, disclosed and/or reserved against on damage or loss to the Purchaser Financial StatementsFacility, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) Liabilities incurred subsequent to knowledge of (A) the Balance Sheet Date occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the ordinary course terms, coverage or amounts of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out any policy of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities insurance which would not, individually or result in the aggregate, be materially adverse to Purchaser or the Purchaser Businesssuch policy deviating from Prudent Industry Practice.

Financial Information. The Company has delivered to Buyer true, correct, and complete copies of the following financial statements of the Company (collectively, the “Financial Statements”): (a) Section 5.6(a) The unaudited balance sheets of the Purchaser Parent Disclosure Letter contains copies Company as of December 31, 2011, December 31, 2010 and December 31, 2009, and the related statements of operations, shareholders’ equity, and cash flows of the Company all for the fiscal years ended on such dates and for the period from inception through December 31, 2011, December 31, 2010, and December 31, 2009, including the schedules and/or notes related thereto, and (b) The unaudited Balance Sheet of the Company as of April 30, 2012 and the related statements of operations, shareholders’ equity, and cash flows of the Company for the period ended on such dates (subject to normal recurring year-end audit adjustments as prepared by the Company) (collectively, the “Interim Financial Statements”). As used herein, the term “Balance Sheet Date” shall mean April 30, 2012. The Financial Statements (taken together and including the related schedules and/or notes thereto) have been prepared in accordance with GAAP (except that the Interim Financial Statements do not contain footnote disclosures required by GAAP) applied on a consistent basis and are complete and correct in all material respects and fairly present (i) the unaudited balance sheet financial position of Purchaser Business the Company as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) respective dates of such statements and (ii) the audited balance sheet results of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, operations and the related audited income statement changes in financial position of the Company for the years fiscal period ended December 31on such dates, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, all applied on a consistent basis for each period presented and present a true and fair view of (x) except as otherwise stated therein or in the state of affairs notes thereto throughout the periods involved), subject in the case of the Purchaser Business Interim Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The accounts receivable of the Company as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Closing Date included in the Audited Purchaser Financial Statements. (c) Except are as set forth in on Section 5.6(c) 4.07 of the Purchaser Parent Disclosure Letter, Schedule and shall be collected within one hundred eighty (180) days after the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet Closing Date. All of the Purchaser Business prepared in accordance with IFRSaccounts receivable of the Company are bona fide, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date arose in the ordinary course of business, (iii) Liabilities taken into account in business and are carried on the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out records of the transactions contemplated herebyCompany at values determined in accordance with GAAP. No Person has any Lien on any of such accounts receivable, (v) Liabilities disclosed and no request or agreement for deduction or discount has been made with respect to any of such accounts receivable except as fully and adequately reflected in reserves for doubtful accounts set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessFinancial Statements.

Financial Information. (a) Section 5.6(a9(a) of the Purchaser Parent Disclosure Letter Schedule contains copies of (ia) the unaudited balance sheet preamble opinion issued by the Company’s auditors in respect of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited consolidated balance sheet of the Purchaser Business Company as of December 31, 2017, December 31, 2016, and December 31, 2015, 2007 and the related audited statement of income statement for the years twelve-month period ended December 31, 2017, December 31, 2016 and December 31, 2015 2007 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). , and (b) Except as set forth in Section 5.6(b) the unaudited interim condensed consolidated financial statements of the Purchaser Parent Disclosure Letter or as noted in Company for the Audited Purchaser three-month period ended March 31, 2008 (the “Interim Financial Statements, the Audited Purchaser ”). The Financial Statements were prepared in accordance with IFRS, the US GAAP on a basis consistent basis for each period presented and present a true and fair view of (x) with the state of affairs past practices of the Purchaser Business Group Companies. The Interim Financial Statements were prepared on the same basis as the Financial Statements. (b) The Financial Statement and Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the dates therein specified Group Companies (except as may be indicated in the notes thereto); (ii) present fairly in all material respects the consolidated financial condition and (y) the results of operations of the Purchaser Business Company as of the dates thereof and for the periods indicated. The Purchaser Working Capital Statements were prepared using principlescovered thereby; clause (ii) above being subject, procedures, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Interim Financial Statements, (ii) Liabilities incurred subsequent to normal recurring year-end adjustments and the Balance Sheet Date in absence of notes, the ordinary course effect of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would are not, individually or in the aggregate, be materially adverse to Purchaser material. (c) Except as disclosed in Section 9(c) of the Disclosure Schedule, the Financial Statements, the Interim Financial Statements and the Draft F-1 Registration Statement, there are no outstanding debts or contingent liabilities of any of the Purchaser Group Companies save for those incurred in the Ordinary Course of Business. (d) Except as disclosed in the Financial Statements, the Interim Financial Statements and the Draft F-1 Registration Statement, as of the date of the Agreement there are: (i) no loans, guarantees, material undertakings, material commitments on capital account or unusual liabilities, actual or contingent, made, given, entered into or incurred by or on behalf of any of the Group Companies (other than loans, liabilities, undertakings and commitments made or given by one Group Company to another); (ii) no mortgages, charges, liens or other similar encumbrances (other than Permitted Liens) on the assets of any of the Group Companies or any part thereof; and (iii) no outstanding loan capital or other loans from any third party (other than a Group Company) to any of the Group Companies.

Financial Information. (a) The financial statements furnished to the Administrative Agent and the Lenders pursuant to Section 5.6(a) 5.1.5 have been prepared in accordance with GAAP consistently applied, except as otherwise expressly noted therein, and present fairly in all material respects the consolidated financial condition of the Purchaser Parent Disclosure Letter contains copies Persons covered thereby as at the dates thereof and the results of (i) their operations for the unaudited periods then ended. All balance sheet sheets, all statements of Purchaser Business as operations, shareholders’ equity, earnings and cash flow and all other financial information of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet each member of the Purchaser Business Consolidated Group and the Unconsolidated Subsidiaries furnished pursuant to Section 7.1.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, except as of December 31, 2017, December 31, 2016otherwise expressly noted therein, and December 31, 2015, do or will present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the related audited income statement results of their operations for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)periods then ended. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented On and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified Closing Date, after giving effect to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Borrower and Guarantor in connection therewith, (ya) the results of operations sum of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesassets, proceduresat a fair valuation, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of Guarantor and its Subsidiaries taken as a whole and the Purchaser Business Borrower on a stand-alone basis will exceed their respective debts; (b) Guarantor and its Subsidiaries taken as of a whole and the Balance Sheet Date included in the Audited Purchaser Financial Statements.Borrower on a stand-alone basis have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature; and (c) Except the Guarantor and its Subsidiaries taken as set forth in Section 5.6(c) of a whole and the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected Borrower on a balance sheet stand-alone basis will have sufficient capital with which to conduct their respective businesses. For purposes of the Purchaser Business prepared in accordance with IFRSthis Section 6.5(b), except for “debt” means any liability on a claim, and “claim” means (i) Liabilities accrued forright to payment, reflected onwhether or not such a right is reduced to judgment, disclosed and/or reserved against on the Purchaser Financial Statementsliquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) Liabilities incurred subsequent right to the Balance Sheet Date in the ordinary course an equitable remedy for breach of businessperformance if such breach gives rise to a payment, (iii) Liabilities taken into account in the Final Closing Statementwhether or not such right to an equitable remedy is reduced to judgment, Final Purchaser Working Capital fixed, contingent, matured, unmatured, disputed, undisputed, secured or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessunsecured.

Financial Information. (a) Section 5.6(a) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than February 29, 2024, audited and combined balance sheets of the Purchaser Parent Disclosure Letter contains copies of (i) Business for the unaudited balance sheet of Purchaser Business as of September 30fiscal year ended December 29, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 20152023, and the related audited income statement and combined statements of income, comprehensive income, equity and cash flows of the Business for the years fiscal year ended December 3129, 2017, December 31, 2016 and December 31, 2015 2023 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the Independent Accountant, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis, the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended. (b) Except as set forth in Section 5.6(bTrimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than fifty-five (55) days (or sixty-five (65) days following the funding of the Purchaser Parent Disclosure Letter or as noted Available Financing), in each case, following the end of each fiscal quarter of Trimble ending after December 29, 2023 and prior to the Closing, unaudited and combined balance sheets of the Business, and the related unaudited and combined statements of income, comprehensive income and stockholders’ equity and cash flows of the Business for each such quarter and year-to-date period (along with the corresponding period in the Audited Purchaser prior year and including footnotes thereto) (the “Interim Post-Signing Financial Statements, the Audited Purchaser ”). The Interim Post-Signing Financial Statements were prepared will (i) be reviewed by the Independent Accountant in accordance with IFRSAU-C 930, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except for each period presented Tax adjustments on a standalone basis), the financial condition, assets, liabilities, revenues and present a true and fair view of (x) the state of affairs expenses of the Purchaser Business as of the dates therein specified thereof and (y) the results of operations and cash flows of the Purchaser Business for the periods indicated. The Purchaser Working Capital then ended; provided that, the Interim Post-Signing Financial Statements were prepared using principlesare subject to normal year-end adjustments, procedures, policies and methods consistent in all the effect of which would not reasonably be expected to be material respects with those used in to the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsBusiness. (c) Except as set forth in Section 5.6(c) Trimble shall keep AGCO informed on a reasonably current basis on the status of its preparation of the Purchaser Parent Disclosure LetterAudited Financial Statements and Interim Post-Signing Financial Statements which shall include, without limitation, providing AGCO with the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required expected preliminary financial information to be reflected on a balance sheet of included in the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Audited Financial Statements and Interim Post-Signing Financial Statements, (ii) Liabilities incurred subsequent if and when available to the Balance Sheet Date in the ordinary course Trimble, for purposes of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred preparing preliminary pro forma adjustments required in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessAvailable Financing.

Financial Information. (a) Section 5.6(a) Schedule 4.6 hereto contains the following financial statements and financial information of Sellers in respect of the Purchaser Parent Disclosure Letter contains copies of Facilities (collectively, the “Historical Financial Information”): (i) the unaudited balance sheet sheets and statements of Purchaser Business operations, as of September 30of, 2018, June 30, 2018 and March 31, 2018 (for the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of 12-month periods ended December 31, 2017, December 31, 20162009, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and 2010; (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the unaudited balance sheet of the Purchaser Business sheets as of the Balance Sheet Date (the “Reference Balance Sheets”) and as of March 31, 2011; and (iii) unaudited statements of operations for the three-month period ending on March 31, 2011; (b) The Historical Financial Information is true, correct and complete in all material respects and fairly presents the financial position of the Sellers with respect to the Business and the Facilities at the respective dates thereof and the results of the Sellers’ operations of the Business and changes in financial position for the respective periods covered thereby. The financial statements included in the Audited Purchaser Historical Financial Statements.Information have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods indicated, subject to the absence of footnotes and year-end audit adjustments (the effect of which is not material with respect to the Purchased Assets), and are based on the information contained in the books and records of Sellers; and (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, liabilities reflected on, disclosed and/or reserved against on in the Purchaser Financial Statements, Reference Balance Sheets and (ii) Liabilities liabilities that were incurred subsequent to after the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in none of which have had a Material Adverse Change, Sellers have no liabilities of any nature relating to the Final Closing StatementPurchased Assets and the Assumed Liabilities, Final Purchaser Working Capital whether accrued, absolute, fixed, contingent, liquidated, unliquidated, recorded, unrecorded, known, unknown, or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out otherwise of the transactions contemplated hereby, (v) Liabilities nature required to be disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or a balance sheet prepared in the aggregate, be materially adverse to Purchaser or the Purchaser Businessaccordance with GAAP.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) Between the date hereof and the Closing Date, within sixty (60) days after the end of each of the first three calendar quarters or ninety (90) days after the end of the fourth calendar quarter, Seller shall provide Purchaser an unaudited balance sheet of Purchaser and related income statement for the Business as of September 30the end of, 2018and for the period of, June 30such quarter (collectively, 2018 and March 31, 2018 (the “Purchaser Working Capital Interim Financial Statements”) and (ii) as promptly as practical but in no event more than 45 days following the Closing, furnish Purchaser and its Debt Financing sources with audited balance sheet of adjusted financial statements relating to the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years 12 months ended December 31, 20172008 in a manner meeting the requirements of Regulation S-X under the Securities Act, December 31, 2016 and December 31, 2015 together with a report thereon by KPMG LLP (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser SEC Financial Statements”). The Interim Financial Statements shall be prepared in a manner consistent with the Unaudited Financial Information. In connection with the foregoing, Seller shall use reasonable best efforts to execute such management and other representation letters as shall be reasonably requested by KPMG, LLP to complete the audit of the SEC Financial Statements. (b) Except as set forth in Section 5.6(bPromptly following the Closing Date, Seller shall (i) at its own expense, prepare balance sheets and related statements of income and cash flows of the Purchaser Parent Disclosure Letter or Business, together with all footnotes and schedules required by US GAAP, for the three months ending March 31, 2009 (the “2009 Unaudited Financial Statements”), which shall be prepared (x) using substantially the same basis of presentation as noted in the Audited Purchaser Interim Financial Statements, (y) in a manner meeting the Audited Purchaser requirements of Regulation S-X adopted under the Securities Act; and (ii) take, or cause to be taken, all reasonable actions necessary, proper or advisable to assist KPMG LLP in the completion of a review, consistent with the requirements of SAS 100, of the 2009 Unaudited Financial Statements were prepared Statements, including executing such management and other representation letters as shall be reasonably requested by KPMG LLP. The parties shall consult with one another, and reasonably discuss and agree (in accordance with IFRSlight of the actual date of the Closing and the intent of preparing financial statements meeting the requirements of Regulation S-X adopted under the Securities Act), on a consistent basis for each period presented and present a true and fair view of whether (x) any modifications to the state of affairs periods covered by the 2009 Unaudited Financial Statements are necessary, desirable or appropriate (including, where possible, a change of the Purchaser Business as of the dates therein specified periods for which financial statements must be prepared by Seller), and (y) any corresponding changes to the results reviews to be conducted by KPMG LLP are necessary, in each case in order for such financial statements to be in compliance with Regulation S-X adopted under the Securities Act. Seller shall use reasonable best efforts to cause the 2009 Unaudited Financial Statements to be delivered to Purchaser no more than 45 days after the Closing Date. Seller shall, and shall cause each of operations its officers and employees to, provide to KPMG LLP all information, documents and assistance reasonably requested by KPMG LLP in connection with the review of the 2009 Unaudited Financial Statements, and shall reasonably cooperate with Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation by the Purchaser and its auditors of pro forma financial information that reflect the effect of the balance sheet acquisition by Purchaser of the Purchaser Business for such periods as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of by Regulation S-X under the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessSecurities Act.

Financial Information. (a) The data set forth on Section 5.6(a3.20(a) of the Purchaser Parent Disclosure Letter contains copies Schedule consists of components of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) the unaudited statement of income for the Business for the year then ended (collectively, and together with any notes thereto, the “Purchaser Financial Statements2015 Data”). . The 2015 Data: (bA) Except as set forth in Section 5.6(b) was prepared from the books and records of the Purchaser Parent Disclosure Letter or as noted Sellers and their Affiliates, which books and records are complete in all material respects based on then available data and to the Audited Purchaser Financial Statementsextent consistent with the operating models and methodologies discussed with and reviewed by the Buyer; (B) was derived from components of the audited, consolidated financial statements of TCCC for the Audited Purchaser Financial Statements same period (which reflect the consolidation of the subsidiaries of TCCC, including the Sellers), which were prepared in accordance with IFRSUnited States generally accepted accounting principles, on a consistent basis for each period presented consistently applied; (C) reflects reasonable assumptions and present a true and fair view of (x) the state of affairs allocations of the Purchaser Business Sellers’ and their Affiliates’ respective businesses in North America made by the Sellers in good faith after discussion with, and review by, the Buyer; and (D) to the Knowledge of the Sellers, accurately reflects in all material respects, as of the dates therein specified and (y) for the periods therein indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that are reflected in the “effects schedule” described in Section A of the Disclosure Schedule, the costs and activities incurred or necessary to operate the Business in a manner consistent with the Sellers’ established policies, procedures and practices, and fairly and accurately presents, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that are reflected in the “effects schedule” described in Section A of the Disclosure Schedule, the financial condition and results of the operations of the Purchaser Business for Business. (b) Section 3.20(b) of the periods indicatedDisclosure Schedule describes certain financial and other information used by the Sellers to derive the 2015 Data (the “2015 Additional Financial Information”). The Purchaser Working Capital Statements were 2015 Additional Financial Information is unaudited and has been prepared using principles, procedures, policies from the books and methods consistent in all material respects with those used in the preparation records of the balance sheet of the Purchaser Business as of the Balance Sheet Date included Sellers’ and their Affiliates’ respective businesses in the Audited Purchaser Financial StatementsNorth America. (c) Except as set forth in Section 5.6(c5.02(d)(i) contemplates the delivery of the Purchaser Parent Disclosure Letter, Interim Annual Data. The Interim Annual Data: (i) will be prepared from the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet books and records of the Purchaser Business Sellers and their Affiliates, which books and records will be complete in all material respects based on then available data and to the extent consistent with operating models and methodologies discussed with and reviewed by the Buyer; (ii) will be derived from components of the audited, consolidated financial statements of TCCC for the same period (which will reflect the consolidation of the subsidiaries of TCCC, including the Sellers), which will have been prepared in accordance with IFRSUnited States generally accepted accounting principles, except consistently applied; (iii) will be prepared consistent with the Agreed Financial Methodology; and (iv) to the Knowledge of the Sellers, will accurately reflect in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that will be reflected in the “effects schedule” described in Section A of the Disclosure Schedule, the costs and activities incurred or necessary to operate the Business in a manner consistent with the Sellers’ established policies, procedures and practices, and will fairly and accurately present, in all material respects, as of the dates therein specified and for the periods indicated, and subject to the assumptions set forth therein, the adjustments contemplated by the Agreed Financial Methodology and any adjustments or modifications that will be reflected in the “effects schedule” described in Section A of the Disclosure Schedule, the financial condition and results of the operations of the Business. (d) Section 5.02(d)(i) contemplates the delivery of the Interim Additional Financial Information. The Interim Additional Financial Information will be unaudited and will be prepared from the books and records of the Sellers’ and their Affiliates’ respective businesses in North America. (e) Sections 5.02(d)(ii)-(iii) contemplate the delivery of the Interim Quarterly Data. The Interim Quarterly Data: (i) Liabilities accrued forwill have been prepared from the books and records of the Sellers, reflected on, disclosed and/or reserved against which books and records will be complete in all material respects based on then available financial and operational data and to the Purchaser Financial Statements, extent consistent with operating models and methodologies discussed with and reviewed by the Buyer; and (ii) Liabilities incurred subsequent will have been prepared consistent with the Agreed Financial Methodology. (f) To the Knowledge of the Sellers, the 2015 Data accurately reflects, and the Interim Annual Data will accurately reflect, in each case, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the Balance Sheet Date assumptions set forth therein and subject to the reasonable assumptions and allocations of the Sellers’ and their Affiliates’ respective businesses in North America made by the Sellers in good faith after discussion with, and review by, the Buyer, the liabilities of the Business that are of the kind or type that would customarily be reflected or reserved against in a business entity’s balance sheet. (g) The Sellers make no representation or warranty that the 2015 Data, the Interim Annual Data, the 2015 Additional Financial Information, the Interim Additional Financial Information or the Interim Quarterly Data have been prepared in conformity with accounting principles and practices generally accepted in the ordinary course United States of businessAmerica, (iii) Liabilities taken into account in the Final Closing Statementas amended from time to time, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessany other generally accepted accounting principles.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains The Company has previously furnished GM with copies of (i) the unaudited audited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet sheets of the Purchaser Business Company and its Subsidiaries and the related audited consolidated statements of income and cash flows of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) 2010 and (ii) unaudited monthly financial statements of the Company and its Subsidiaries dated March 2, 2011 for the month ending January 2011 (collectively, and together with any notes thereto, the “Purchaser Financial Statements”). . The Financial Statements were (a) compiled from books and records regularly maintained by management of the Company used to prepare the financial statements of the Company and its Subsidiaries, (b) Except prepared in accordance with GAAP, consistently applied (except, with respect to the financial statements referred to in clause (ii) above only, for the absence of footnote disclosure and year-end adjustments) and (c) prepared in compliance with Article IV of the LLP Agreement. The Financial Statements referred to in clause (i) above presents fairly in accordance with GAAP the financial position and results of operations and cash flows of the Company and its Subsidiaries at and as of the dates thereof and/or for the periods covered thereby. The financial projections dated January 28, 2011 that were made available to GM by the Company (the “Projections”) (which were prepared by management and are the same projections that were delivered to the lenders under GM’s credit facility and used for purposes of establishing management compensation targets) were prepared in good faith based upon assumptions believed by the Company to be reasonable at the time prepared, it being understood that (a) the Company makes no representation or warranty that the Company’s actual results will not be lower than or greater than as set forth in Section 5.6(bthe Projections; (b) of such Projections (i) are not be to viewed as facts, (ii) have not been updated to reflect any changes in assumptions from the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsdate prepared, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, (iii) are based on a consistent basis for each period presented number of assumptions, including as to annual rates of vehicle production, some of which are based upon projections of vehicle manufacturers (including GM); and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except actual results may materially differ from the Projections. The parties acknowledge that the actual results for the month ending January 2011 as reflected in the unaudited monthly financial statements of the Company and its Subsidiaries referred to in the first sentence of this Section 4.07 reflect performance that is better than as set forth in Section 5.6(c) the Projections. The Board of Managers of the Purchaser Parent Disclosure Letter, the Purchaser Business does Company has not have any Indebtedness reviewed or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet approved financial projections of the Purchaser Business prepared in accordance with IFRSCompany for the 2011 or 2012 calendar years that reflect higher revenues, except for (i) Liabilities accrued forincome or earnings before interest, reflected ontaxes, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or depreciation and amortization than are set forth in the Purchaser Disclosure Letter Projections, it being acknowledged that the Board of Managers has reviewed actual results of the Company for January and (vi) Liabilities February 2011 which would not, individually or in differ from the aggregate, be materially adverse to Purchaser or the Purchaser BusinessProjections.

Financial Information. (a) True and complete copies of the Spinco Financial Statements have been made available by TDCC to Parent and are set forth on Section 5.6(a1.01(f)(i) of the Purchaser Parent TDCC Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)Letter. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser The Spinco Financial Statements, subject to the Audited Purchaser Financial Statements notes thereto, (i) present fairly, in all material respects, the combined financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods covered thereby; and (ii) were prepared in accordance with IFRSGAAP, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for consistently applied during the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementscovered thereby. (c) Except as set forth in Section 5.6(c) the Spinco Financial Statements or the notes thereto, and except as specifically contemplated by this Agreement or the other Transaction Documents, since December 31, 2014, the Dow Entities and the Transferred Subsidiaries have not incurred any Liabilities that will be liabilities of the Purchaser Parent Disclosure Letter, Transferred Subsidiaries as an Assumed Liability pursuant to the Purchaser Business does not have any Indebtedness or other Liabilities Separation Agreement and that are of any a nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected disclosed on a combined balance sheet of the Business or in the notes thereto prepared in conformity with GAAP, other than Liabilities incurred in the ordinary course of business or Liabilities that would not have a Spinco Material Adverse Effect. (d) True and complete copies of the JV Entity Financial Statements have been made available by TDCC to Parent. (e) The JV Entity Financial Statements (i) present fairly, in all material respects, the financial position of the JV Entity as of the date thereof and the results of operations and cash flows of the JV Entity for the periods covered thereby (subject to normal year-end adjustments and the absence of notes); and (ii) were prepared in accordance with GAAP. (f) Except as set forth in the JV Entity Financial Statements, and except as specifically contemplated by this Agreement or the other Transaction Documents, since December 31, 2014, the JV Entity has not incurred any Liabilities that are of a nature that would be required to be disclosed on a balance sheet of the Purchaser Business prepared in accordance with IFRSJV Entity, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) other than Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) business or Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which that would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessnot have a Spinco Material Adverse Effect.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of The (i) the unaudited audited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March the Company at December 31, 2018 (2011 and the “Purchaser Working Capital Statements”) related statements of operations and cash flows for the fiscal year then ended; (ii) the audited balance sheet of the Purchaser Business as of Company at December 31, 2017, December 31, 2016, and December 31, 2015, 2012 and the related audited income statement statements of operations and cash flows for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) fiscal year then ended; and (iiiii) the unaudited balance sheet of the Company at June 30, 2013 and the related statements of operations and cash flows for the six months then ended, attached hereto as Section 3.7 of the Disclosure Schedule (collectively, and together with any notes thereto, the “Purchaser Financial Statements”). , present fairly in all material respects the financial position of the Company as of the dates thereof and the results of operations for the period covered thereby (bsubject, in the case of such unaudited financial statements, to immaterial year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied, except for the absence of footnotes not customarily included in such statements. The Company does not have, and the Company does not have reasonable grounds to know of, any liability, contingent or otherwise, over $50,000 not adequately reflected in or reserved against in the aforesaid June 30, 2013 balance sheet, other than liabilities arising in the ordinary course of business since on or after July 1, 2013. Except as set forth in Section 5.6(b) 3.7 of the Purchaser Parent Disclosure Letter or as noted Schedule, since June 30, 2013, there has been no: (a) change in the Audited Purchaser assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date changes in the ordinary course of businessbusiness that have not caused, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be a Material Adverse Effect; (b) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; (c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (g) any resignation or termination of employment of any officer or Key Employee of the Company; (h) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially adverse impair the Company’s ownership or use of such property or assets; (i) any loans or guarantees made by the Company to Purchaser or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (j) any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; (k) any sale, assignment or transfer of any Intellectual Property Rights; (l) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Purchaser BusinessCompany’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or (m) any arrangement or commitment by the Company to do any of the things described in this Subsection 3.7.

Financial Information. (a) Section 5.6(a) of The financial statements included in Seller’s Form 10-K for the Purchaser Parent Disclosure Letter contains copies of fiscal year ended December 31, 2023 and Seller’s Form 10-Q for the quarterly period ended March 31, 2024, in each case filed with the SEC: (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited balance sheet statements, as permitted by Rule 10-01 of Purchaser Business as Regulation S-X of September 30the SEC), 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) fairly present in all material respects and in accordance with the audited balance sheet applicable requirements of GAAP (subject, in the case of the Purchaser Business unaudited statements, to normal year-end audit adjustments) the financial position and results of operations of Seller as of December 31, 2017, December 31, 2016, the respective date and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)respective periods covered thereby. (b) The Business is not a separately audited unit of Seller. As a result, the financial statements prepared for the Business are not prepared as part of Seller’s normal reporting process. Section 5.4(b) of the Parent/Seller Disclosure Letter sets forth the unaudited, pro forma (after giving effect to the Separation) balance sheet of the Business as of the Reference Date (the “Reference Balance Sheet”) and the unaudited, pro forma (after giving effect to the Separation) statement of operations of the Business for the twelve (12)-month period then ended (together with the Reference Balance Sheet, the “Financial Statements”). Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementstherein, the Audited Purchaser Financial Statements were have been prepared in all material respects in accordance with IFRSthe Agreed Accounting Principles. The Agreed Accounting Principles were derived from the accounting principles of Seller, on a which are in all material respects consistent basis for each period presented with GAAP. The books, records and present a true and fair view other financial reports of (x) Seller relating to the state of affairs operations of the Purchaser Business used by Seller as of source documentation for the dates therein specified Financial Statements are correct in all material respects and (y) have been maintained in accordance with sound business practices. The Financial Statements do not materially misstate, and fairly present in all material respects, the financial condition and results of operations of the Purchaser Business at their respective dates and for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in covered by such statements assuming the preparation Business had been operated independently of the balance sheet Retained Business during the periods presented, subject to certain adjustments described therein, but do not necessarily reflect what the results of operations and financial positions would have been if the Business had been operated independently of the Purchaser Retained Business as of during the Balance Sheet Date included in the Audited Purchaser Financial Statementsperiods presented. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does would not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would reasonably be required expected to be reflected on material to the Business, taken as a balance sheet of whole, Seller and its Subsidiaries maintain, with respect to the Purchaser Business prepared in accordance with IFRSBusiness, except for adequate and effective internal accounting controls which have been designed to provide reasonable assurance that (i) Liabilities accrued forthe control objectives have minimized the risk of material financial misstatement, reflected on, disclosed and/or reserved against (ii) all information concerning the Business is made known on a timely basis to the Purchaser individuals responsible for the preparation of the Financial Statements, (iii) unauthorized acquisition, use or disposition of the properties or assets of the Business that could have a material effect on the Financial Statements is prevented or timely detected, and (iv) all transactions are accurately recorded in the correct period as necessary to permit the preparation of the Financial Statements and disclosures in conformity with the Agreed Accounting Principles, and receipts and expenditures of Seller are being made only in accordance with authorizations of management and directors of Seller. Since the Lookback Date, except as would not be material to the Business, taken as a whole, there has not been any significant deficiency or material weakness identified in Seller’s internal accounting controls with respect to the Business or the Acquired Companies. (d) Except as would not reasonably be expected to be material to the Business, taken as a whole, during the past five (5) years, (i) neither Seller or any of its Subsidiaries (with respect to the Business) nor their external auditor has (A) identified any fraud that involves management or other employees who have a significant role in Seller’s or any of its Subsidiaries’ (with respect to the Business) financial reporting or (B) has received any written, or to the Knowledge of Seller, oral, material complaint, allegation or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Business or their respective internal accounting controls and (ii) there have been no internal investigations by Seller or the Seller Board regarding financial reporting. (e) Except (i) as adequately set forth in the Reference Balance Sheet, (ii) for Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness since the Reference Date (and not resulting from breach of contract or warranty, infringement, tort, claim, or Action), (iii) for Liabilities taken into account in incurred pursuant to the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, Transaction Agreements and (iv) for Liabilities incurred that would not reasonably be expected to be adverse to the Business, taken as a whole, in connection with or arising out any material respect, there are no Liabilities of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(aAttached hereto as EXHIBIT 6.08(a) of the Purchaser Parent Disclosure Letter contains are true, correct and complete copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business Company and its Subsidiaries as of December 31, 20171997 and the related statements of income and retained earnings and of cash flows for the fiscal year then ended, certified by PricewaterhouseCoopers, the Company's independent public accountants (including the notes thereto) and (ii) the unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2016, and December 31, 20151998, and the related audited statements of income statement and retained earnings for the years 12-month period then ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelycollectively the "Financial Statements"). All Financial Statements have been prepared in accordance with GAAP, subject to normal year-end audit adjustments, and together consistent with any notes theretoprudent business management practices, are complete in all material respects and fairly present the “Purchaser Financial Statements”)financial position of the Company and its Subsidiaries as of the respective dates thereof and results of operations and changes in financial position of the Company and its Subsidiaries for each of the periods then ended. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted Since December 31, 1998, there has been no material adverse change in the Audited Purchaser Financial Statementsbusiness, the Audited Purchaser Financial Statements were prepared assets, liabilities, condition (financial or other), or in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations or prospects of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies Company and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business its Subsidiaries taken as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsa whole. (c) Except as set forth in Section 5.6(cdisclosed on EXHIBIT 6.08(c) attached hereto, neither the Company nor any of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have its Subsidiaries has any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absoluteliability, contingent or otherwise, not disclosed in the Financial Statements or in the notes thereto that could, together with all such other liabilities, have a Material Adverse Effect, nor does the Company have any reasonable grounds to know of any such liability. (d) that would be A schedule of Indebtedness of the Company and its Subsidiaries as of December 31, 1998 (including lease obligations required to be reflected on a balance sheet of the Purchaser Business prepared capitalized in accordance with IFRS, except for (iGAAP) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessis attached hereto as EXHIBIT 6.08(d).

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited The consolidated balance sheet of the Purchaser Business Borrower and its Consolidated Subsidiaries as of December 31, 2017, December 31, 2016, and December 31, 2015, 1997 and the related audited consolidated statements of income statement and retained earnings and of cash flows for the years ended December 31Fiscal Year then ended, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelyreported on by Coopers & Xxxxxxx L.L.P., and together set forth in the Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with any notes theretoGAAP, the “Purchaser Financial Statements”)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) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the unaudited consolidated balance sheet of the Purchaser Business Borrower and its Consolidated Subsidiaries as of March 31, 1998 and the Balance Sheet Date included related unaudited consolidated statements of income and of cash flows for the three months then ended, set forth in the Audited Purchaser Financial StatementsBorrower's Latest Form 10-Q, fairly present in all material respects, on a basis consistent with the financial statements referred to in subsection (a), the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year- end adjustments). (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a The audited balance sheet of Equistar as of December 31, 1997, and the Purchaser Business prepared in accordance with IFRSrelated statements of income, except partners' capital and cash flows for (i) Liabilities accrued forthe fiscal year of Equistar then ended, reflected onreported on by Coopers & Xxxxxxx L.L.P. and Price Waterhouse LLP, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or and set forth in the Purchaser Disclosure Letter Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with GAAP, the financial position of Equistar as of such date and its results of operations and cash flows for such fiscal year. (vid) Liabilities which would notThe unaudited summarized balance sheet of Equistar as of March 31, individually or 1998 and the related unaudited summarized statements of income and selected cash flows information for the three months then ended, set forth in the aggregateBorrower's Latest Form 10-Q, be materially fairly present in all material respects, on a basis consistent with the financial statements referred to in subsection (c), the financial position of Equistar as of such date and its results of operations and cash flows for such three month period (subject to normal year-end adjustments). (e) The audited balance sheet of LCR as of December 31, 1997, and the related statements of income, members' equity and cash flows for the fiscal year of LCR then ended, reported on by Coopers & Xxxxxxx L.L.P., and set forth in the Borrower's 1997 Form 10-K, fairly present in all material respects, in conformity with GAAP, the financial position of LCR as of such date and its results of operations and cash flows for such fiscal year. (f) The unaudited summarized balance sheet of LCR as of March 31, 1998 and the related unaudited summary financial information for the three months then ended, set forth in the Borrower's Latest Form 10-Q, fairly present in all material respects, on a basis consistent with the financial statements referred to in subsection (e), the financial position of LCR as of such date and its results of operations and cash flows for such three month period (subject to normal year-end adjustments). (g) Since December 31, 1997, there has been no material adverse to Purchaser change in the business, financial condition, assets, results of operations or liabilities of the Purchaser BusinessBorrower and its Consolidated Subsidiaries, considered as a whole.

Financial Information. (a) Section 5.6(a) 7.06 of the Purchaser Parent Seller Disclosure Letter contains copies of sets forth (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Customer Care Business as of December 31, 2017, December 31, 2016, 2012; and December 31, 2015, and (ii) the related audited unaudited statement of income statement of the Customer Care Business for the years year ended December 31, 2017, December 31, 2016 and December 31, 2015 2012 (the “Audited Purchaser Financial Statements”) (the foregoing financial statements described in clauses (i) and (ii) ), collectively, and together with any notes thereto, the “Purchaser Financial Statements”). The Financial Statements have been prepared (x) from the books and records of Seller, (y) in accordance with Seller’s Accounting Policies and Practices and in all material respects in accordance with U.S. GAAP consistently applied and (z) on the basis described in clause (y), present fairly, in all material respects, the financial position of the Customer Care Business on a pre-tax basis as of its date and the results of the Customer Care Business’s operations on a pre-tax basis for the period covered thereby (subject to normal year-end audit adjustments (which would not be expected to be material) and the absence of footnote disclosure and other presentation items that may be required by U.S. GAAP). The allocation of any expenses shared by the Customer Care Business and Seller’s other businesses was made on a reasonable basis, and such allocation is accurately reflected on the Financial Statements. (b) Except as set forth in Section 5.6(b) As of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsdate of this Agreement, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented Selling Companies have no material liabilities that would constitute an Assumed Liability and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on or reserved against in a balance sheet of for the Purchaser Customer Care Business prepared in accordance with IFRSunder U.S. GAAP, except for other than those (i) Liabilities accrued forliabilities that are disclosed, reflected on, disclosed and/or or reserved against on in the Purchaser Financial Statementsunaudited balance sheet (including the notes thereto) of the Customer Care Business as of December 31, 2012 set forth in Section 7.06 of the Seller Disclosure Letter and (ii) Liabilities liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in business consistent with past practices since the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out date of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesssuch balance sheet.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains SCHEDULE 2.7A sets forth true, complete and correct copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 Company's audited financial statements at and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 1997 and December 31, 2015 1996 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and "ANNUAL STATEMENTS"), (ii) the Company's unaudited financial statements at and for the quarter ended March 31, 1998 and at and for the month ended April 30, 1998 (the "INTERIM STATEMENTS"), (iii) when delivered, the Company's audited financial statements for the First Quarter and the reviewed financial statements for the April 1998 Period (collectively, the "AUDITED INTERIM STATEMENTS"), and together (iv) all management letters, management representation letters and attorney audit response letters issued in connection with the Annual Statements and the Audited Interim Statements. Each of the Annual Statements, Interim Statements and Audited Interim Statements has been prepared, or when provided will have been prepared, in accordance with GAAP consistently applied (except for the absence of footnotes, in the case of the Company's unaudited financial statements). To the extent of any notes theretoconflict between GAAP and the consistency of application of accounting principles with respect to any financial statements or other information concerning the Company provided hereby, GAAP has been applied and will govern any conflict. SCHEDULE 2.7B reflects all contingencies that, whether or not required to be disclosed or booked in accordance with GAAP, in all reasonable likelihood may have a financial impact on the financial statements referred to in SCHEDULE 2.7A. The Annual Statements were audited, and the Audited Interim Statements when provided, will have been audited or reviewed, as the case may be, by Coopers & Xxxxxxx LLP (without qualification or exceptions). Each of the Annual Statements and the Interim Statements present fairly and accurately, and the Audited Interim Statements when provided will present fairly and accurately, the “Purchaser Financial Statements”)financial position of the Company as of its date, and the earnings, changes in stockholders' equity and cash flows thereof for the periods then ended. Each balance sheet contained therein or delivered pursuant hereto fully sets forth all consolidated Assets and Liabilities of the Company existing as of its date which, under GAAP, should be set forth therein, and each statement of earnings contained therein or delivered pursuant hereto sets forth the items of income and expense of the Company which should be set forth therein in accordance with GAAP. (b) Except as set forth in Section 5.6(b) All financial, business and accounting books, ledgers, accounts and official and other records relating to the Company have been properly and accurately kept and completed, and there are no inaccuracies or discrepancies contained or reflected therein. There are no records, systems, Contracts, data or information of the Purchaser Parent Disclosure Letter Company, recorded, stored, maintained, operated or as noted in otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which are not under the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented Company's exclusive ownership and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsdirect control. (c) Except as set forth in Section 5.6(c) Any items of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness income or other Liabilities expense which are unusual or of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRSnon-recurring nature, except for (i) Liabilities accrued foras provided in SCHEDULE 2.7B, reflected on, are separately disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessfinancial statements.

Financial Information. (a) Section 5.6(a) A true and correct copy of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited consolidated balance sheet of the Purchaser Business Company and its Subsidiaries as of December 31, 2017, December 2008 and October 31, 2016, and December 31, 2015, and 2009 together with the related audited unaudited statements of income statement of the Company for the fiscal years ended December 31and/or periods then ended, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with including any notes theretothereto (collectively, the “Purchaser Financial Statements”), has been made available to the Purchaser. (b) Except as set forth in Section 5.6(bThe Financial Statements (i) of were prepared based upon the Purchaser Parent Disclosure Letter or as noted information contained in the Audited Purchaser Financial StatementsCompany Books and Records, the Audited Purchaser Financial Statements (ii) were prepared prepared, in all material respects, in accordance with IFRS, on a consistent basis for each period presented US GAAP consistently applied (except as may be noted therein) and (iii) present a true fairly and fair view accurately in all material respects the consolidated financial position and results of (x) the state of affairs operations and cash flow of the Purchaser Business Company and its Subsidiaries as of the dates therein specified and (y) the results of operations of the Purchaser Business or for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementspresented therein. (c) Except as set forth in Section 5.6(c3.10(c) of the Purchaser Parent Sellers and Company Disclosure LetterSchedule, the Company Books and Records have been (i) made available to the Purchaser Business does not have any Indebtedness or other and (ii) maintained in material compliance with applicable legal and accounting requirements and fairly and accurately reflect, in all material respects, all dealings and transactions in respect of the businesses, assets and Liabilities of any nature or kind whatsoever the Company and its Subsidiaries. (whether accruedd) The Company and its Subsidiaries have no Liabilities, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for other than (i) Liabilities accrued forexpressly reflected, reflected on, disclosed and/or reserved against on or otherwise disclosed in the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date after October 31, 2009 in the ordinary course Company Ordinary Course of business, Business and (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would notthat, individually or in the aggregate, have not had, and would not reasonably be materially adverse expected to Purchaser have, a Material Adverse Effect. (e) Conduct in the Ordinary Course of Business. Since October 31, 2009, except as may be expressly permitted or contemplated by this Agreement (including the Offshore Reorganization) and as set forth in Section 3.10(e) of the Sellers and Company Disclosure Schedule, (i) the Company and its Subsidiaries have conducted their respective businesses only in the Company Ordinary Course of Business, (ii) there has not occurred any event that has had, or would reasonably be expected to have, a Material Adverse Effect, (iii) there has not been any material damage, destruction or other casualty loss with respect to any assets or property owned, leased or otherwise used by the Company or any of its Subsidiaries (whether covered by insurance or not), (iv) neither the Company nor any of its Subsidiaries has increased the compensation of any of their officers or the Purchaser rate of pay of any of their employees, except as part of regular compensation increases in the Company Ordinary Course of Business, (v) there has not occurred a change in the accounting principles or practice of the Company or any of its Subsidiaries, except as required by applicable Laws or a change in US GAAP, and (vi) neither the Company nor any of its Subsidiaries has declared, set aside, made or paid any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to its share capital.

Financial Information. (a) Section 5.6(a) of the Sellers have delivered their unaudited financial statements to Purchaser Parent Disclosure Letter contains copies of including: (i) the unaudited consolidated balance sheet of Purchaser Business sheets as of at December 31, 2002 and 2003 and September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) 2004 and (ii) unaudited consolidated statements of income for each of, in the audited balance sheet case of the Purchaser Business as of statements dated December 31, 20172002 and 2003, December 31, 2016, and December 31, 2015, and the related audited income statement for the fiscal years then ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Annual Financial Statements”). , and in the case of the statement ended September 30, 2004, the nine months then ended (b) the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). Except as set forth in Section 5.6(bon Schedule 5.11(a) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial StatementsSchedule, the Audited Purchaser Financial Statements were prepared in accordance with IFRSGAAP and, on a consistent basis except for each period presented footnote disclosure and present a true normal year-end audit adjustments that are not material in amount, fairly present, in all material respects, the financial condition and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included respective dates thereof. (b) The New Inventory consists of items of a quality and quantity usable and saleable in the Audited Purchaser usual and ordinary course of business of the Business, and is reflected in the Financial StatementsStatements with adequate provision for obsolete, outdated, unsaleable, unusable or damaged items. To Sellers’ knowledge, the New Inventory meets applicable design and manufacturing specifications and complies with any and all warranties customarily given to customers with respect thereto. Such New Inventory is capable of being installed into customers’ systems at ordinary costs and by ordinary procedures consistent with Sellers’ past practices without voiding any vendor warranties. (c) Except as set forth in Section 5.6(con Schedule 5.11(c) of the Purchaser Parent Disclosure LetterSchedule, the Purchaser Business does not have any Indebtedness or other Liabilities all existing accounts receivable of any nature or kind whatsoever Sellers (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be including those accounts receivable reflected on a balance sheet the Interim Financial Statements that have not yet been collected and those accounts receivable that have arisen since the Interim Financial Statements and have not yet been collected) represent valid obligations of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date customers of Sellers arising from bona fide transactions entered into in the ordinary course of business, and, to Sellers’ knowledge, there are no defenses, counterclaims or asserted right of set-off to any accounts receivable other than immaterial offsets or counterclaims in an individual amount of not more than $500.00 and an aggregate amount of no more than $10,000. (d) Sellers’ Performing RMR and Third Party Monitoring RMR (as defined herein, assuming each of Defaulting RMR and Terminated RMR is $0.00 and calculated in accordance with the same methodology used to prepare Schedule 2.5(c)) as of October 20, 2004 was not less than $1,007,518.27 and $7,032.04, respectively. (e) There are no Liabilities of any Seller that constitute Assumed Liabilities hereunder other than those that (i) are specified in the Financial Statements, (ii) are incurred in the ordinary course of the operation of the Business consistent with past practice since September 30, 2004 or (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (ivare set forth on Schedule 5.11(e) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessSchedule hereto.

Financial Information. (a) Section 5.6(a) of the Company has furnished Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) with the audited balance sheet of the Purchaser Business Company as of at December 31, 2017, 2011 (the “Balance Sheet Date”) and as at December 31, 2016, and December 31, 20152010, and the related audited income statement statements of operations, stockholders’ equity and cash flows for the fiscal years ended December 31, 2017, December 31, 2016 2011 and December 31, 2015 2010, all certified by the Company’s accountants, and the unaudited balance sheet of the Company as at September 30, 2012 and the related unaudited consolidated statements of operations and cash flows for the nine (9) months ended September 30, 2012. The financial statements referred to above, including the footnotes thereto (collectively, the “Audited Purchaser Financial Statements”) are attached hereto as Schedule 5.11 and, except as described therein or on Schedule 5.11, have been prepared in accordance with GAAP (except, in the foregoing clauses (icase of the unaudited financial statements, for the absence of notes thereto and subject to year-end adjustments and as otherwise described therein). The audited balance sheets of the Company referred to in Section 5.11(a) and (ii) collectivelyfairly presents, and together with any notes theretoin all material respects, the “Purchaser Financial Statements”)financial position of the Company as at December 31, 2011 and as at December 31, 2010 and the related statements of operations, stockholders’ equity and cash flows fairly present, in all material respects, the results of the operations, stockholders’ equity and cash flows of the Company for the fiscal years ended December 31, 2011 and December 31, 2010. (b) Except as The Company does not have any Liabilities that are required to be set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were on an audited balance sheet prepared in accordance with IFRSGAAP, except (i) Liabilities reflected on a consistent basis for each period presented and present a true and fair view of the Financial Statements, (xii) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used Liabilities incurred in the preparation ordinary course of the balance sheet of the Purchaser Business as of business since the Balance Sheet Date included in the Audited Purchaser Financial StatementsDate, and (iii) Liabilities arising from performance obligations under any Contract. (c) Except as set forth in Section 5.6(c) on Schedule 5.11, during the period from the Balance Sheet Date to the date of the Purchaser Parent Disclosure Letterthis Agreement, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statementsbusiness of Company has been conducted in all material respects in the ordinary course, (ii) Liabilities incurred subsequent Company has not materially increased the compensation of any officer or granted any general salary or benefits increase to the Balance Sheet Date their respective employees, other than in the ordinary course of business, (iii) Liabilities taken Company has not acquired any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into account in any Contract, letter of intent or similar arrangement with respect to the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cashforegoing, (iv) Liabilities incurred in connection with Company has not sold, leased or arising out otherwise disposed of the transactions contemplated hereby, any of its properties or assets that are material to its business and (v) Liabilities disclosed there has been no material change by Company in accounting principles, practices or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually methods except as required by Law or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessGAAP.

Financial Information. (a) Section 5.6(aThe Audited Financial Statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of the Purchaser Parent Disclosure Letter contains copies Borrower and its 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 Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2014, and the related unaudited consolidated statements of operations and cash flows for the three months then ended, set forth in the Registration Statement, fairly present, in conformity with GAAP applied on a basis consistent with the Audited Financial Statements, the consolidated financial position of the Borrower and its Subsidiaries as of such date and their consolidated results of operations and cash flows for such three month period (subject to normal year-end adjustments). (c) The Pro Forma Financial Statements were prepared on the 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 Borrower and its Subsidiaries on a consolidated basis as of date thereof and after giving effect to the Transactions and were prepared in a manner consistent with GAAP (except as otherwise noted therein) consistently applied. (d) The financial information delivered to the Lenders pursuant to Sections 6.01(a) and (b) (i) fairly presents, in all material respects, in conformity with GAAP, the financial position of the Borrower and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) shows, to the extent required by GAAP and together with all footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (e) Since the later of the date of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and Audited Financial Statements or (ii) the most recent audited balance sheet of the Purchaser Business as of December 31financial statements delivered pursuant to Section 6.01(a)(i), 2017there has been no event or circumstance, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, either individually or in the aggregate, that has had or could reasonably be materially adverse expected to Purchaser or the Purchaser Businesshave a Material Adverse Effect.

Financial Information. (a) Section 5.6(aAttached hereto as EXHIBIT 6.08(a) of the Purchaser Parent Disclosure Letter contains are true, correct and complete copies of (i) the unaudited audited balance sheet of Purchaser Business LTHI and its subsidiaries as of September 30, 2018, June 30, 2018 and March December 31, 2018 1997 and the related statements of income and retained earnings and of cash flows for the fiscal year then ended, certified by PricewaterhouseCoopers, LTHI's independent public accountants (including the “Purchaser Working Capital Statements”notes thereto) and (ii) the audited unaudited balance sheet of the Purchaser Business LTHI and its subsidiaries as of December 31, 2017, December 31, 2016, and December 31, 20151998, and the related audited statements of income statement and retained earnings for the years 12-month period then ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelycollectively the "Financial Statements"). All Financial Statements have been prepared in accordance with GAAP, subject to normal year-end audit adjustments, and together consistent with any notes theretoprudent business management practices, are complete in all material respects and fairly present the “Purchaser Financial Statements”)financial position of LTHI and its subsidiaries as of the respective dates thereof and results of operations and changes in financial position of LTHI and its subsidiaries for each of the periods then ended. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted Since December 31, 1998, there has been no material adverse change in the Audited Purchaser Financial Statementsbusiness, the Audited Purchaser Financial Statements were prepared assets, liabilities, condition (financial or other), or in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations or prospects of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies Company and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business its Subsidiaries taken as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsa whole. (c) Except as set forth in Section 5.6(cdisclosed on EXHIBIT 6.08(c) attached hereto, neither the Company nor any of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have its Subsidiaries has any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absoluteliability, contingent or otherwise, not disclosed in the Financial Statements or in the notes thereto that could, together with all such other liabilities, have a Material Adverse Effect, nor does the Company have any reasonable grounds to know of any such liability. (d) that would be A schedule of Indebtedness of the Company and its Subsidiaries as of December 31, 1998 (including lease obligations required to be reflected on a balance sheet of the Purchaser Business prepared capitalized in accordance with IFRS, except for (iGAAP) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessis attached hereto as EXHIBIT 6.08(d).

Financial Information. (a) Section 5.6(a) The Shareholders have previously furnished Parent with true and complete copies of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet sheets of the Purchaser Business Company and its Subsidiaries as of December 31, 2017, December 31, 2016, 1996 and December 31, 20151995, and the related audited income statement statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 20171996, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes theretothe report of Philxxxx, Goodxxx & Xo., the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) independent accountants of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial StatementsCompany, the Audited Purchaser Financial Statements were with respect to such financial statements. Such financial statements have been prepared in accordance conformity with IFRSGenerally Accepted Accounting Principals ("GAAP") consistently applied and, on a consistent basis for each period presented and present a true and fair view of (x) to the state of affairs knowledge of the Purchaser Business as of Shareholders and the dates therein specified Company, present fairly the financial position and (y) the results of operations of the Purchaser Business Company and its consolidated Subsidiaries as of and for the respective periods indicatedthen ended. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects Shareholders have also previously furnished the Parent with those used in the preparation a copy of the unaudited monthly balance sheet sheets of the Purchaser Business Company as of the Balance Sheet Date included in last day of each month from January through June 1997, and the Audited Purchaser related monthly unaudited statement of income, retained earnings and cash flows of the Company with respect to each month from January through June 1997 certified by the chief executive officer and the chief accounting officer of the Company (including such certificates, the "Unaudited Monthly Financial Statements. (c) Except as set forth "). To the knowledge of Shareholders and the Company, such financial statements have been prepared in Section 5.6(c) conformity with GAAP consistently applied and present fairly the financial position and results of operations of the Purchaser Parent Disclosure LetterCompany and its consolidated Subsidiaries as of and for the subject periods, except for normal recurring year-end adjustments and except for the Purchaser Business does absence of footnotes. The Company and its Subsidiaries do not have any Indebtedness liabilities or other Liabilities obligations of any nature a type which should be included in or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business as such in financial statements prepared in accordance with IFRSGAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except for (ias and to the extent disclosed or reflected in such financial statements. Collectively, the financial statements described in this Section 2.2(g) Liabilities accrued for, reflected on, disclosed and/or reserved against on are the Purchaser "Company Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business."

Financial Information. (a) Section 5.6(aAttached hereto as Schedule 2.7(a) of the Purchaser Parent Disclosure Letter contains copies of are (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (iia) the audited balance sheet sheets of the Purchaser Business Company Group as of December 31, 2017, December 31, 2016, 2018 and December 31, 20152019, and the related audited income statement consolidated statements of income, cash flows and changes in stockholders’ equity of the Company Group for the fiscal years ended December 31then ended, 2017accompanied by any notes thereto (collectively, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Annual Financial Statements”), and (b) the unaudited consolidated balance sheet of the Company Group as of August 31, 2020, and the related management statement of income and cash flow for the eight (8)-month period then ended (collectively, the foregoing clauses “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Annual Financial Statements have been audited by the Company Group’s firm of certified public accountants. Except as set forth on Schedule 2.7(a), the Financial Statements (i) and have been prepared in accordance with the Accounting Principles, consistently applied throughout the periods covered thereby, (ii) collectivelyhave been prepared in a manner consistent with the books and records of the Company Group, and together with any notes thereto(iii) present fairly in all material respects the assets, liabilities, financial position and results of operations of the “Purchaser Financial Statements”Company Group and the Business, as of the dates and for the periods presented therein, except for the absence of certain footnotes and normal year-end adjustments (none of which are, individually or in the aggregate, material). (b) Except as set forth in Section 5.6(b) The Company Group maintains a system of internal controls over financial reporting which is designed to provide reasonable assurance regarding the Purchaser Parent Disclosure Letter or as noted in reliability of financial reporting and the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared preparation of financial statements for external purposes in accordance with IFRSGAAP, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, includes policies and methods consistent procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect in all material respects with those used in the transactions and dispositions of the assets of the Company Group; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the balance sheet financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Purchaser Business as Company Group; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Balance Sheet Date included in assets of the Audited Purchaser Financial StatementsCompany Group that could have a material effect on the Company Group’s consolidated financial statements. (c) Except as set forth in Section 5.6(c) of on Schedule 2.7(c), neither the Purchaser Parent Disclosure Letter, the Purchaser Business does not have Company Group nor MHM has any Indebtedness Liability or other Liabilities of any nature or kind whatsoever (whether accruedobligations, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for except: (i) Liabilities accrued for, reflected on, disclosed and/or or reserved against on for in the Purchaser Interim Financial Statements, and (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness consistent with past practice since the date of the Interim Financial Statements (none of which is a Liability resulting from, (iii) Liabilities taken into account arising out of, relating to, in the Final Closing Statementnature of, Final Purchaser Working Capital or Final Purchaser Net Cashcaused by any breach of contract, breach of warranty, tort, infringement, violation of law, environmental matter, claim or lawsuit). (ivd) Liabilities incurred in connection with or arising out None of the transactions contemplated herebyCompany Group or MHM has applied for, been approved for, or received any funds pursuant to programs created under the CARES Act (vincluding the Paycheck Protection Program) Liabilities disclosed or and, except as set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would noton Schedule 2.7(d), individually or in the aggregate, be materially adverse nor have any of them deferred payments of any employment related taxes pursuant to Purchaser or the Purchaser Businessany such programs.

Financial Information. (a) Set forth on Section 5.6(a4.04(a) of the Purchaser Parent Seller Disclosure Letter contains copies of (i) Schedules are the unaudited balance sheet statements of Purchaser income of the Business as of operated in the U.S. and Canada, for the fiscal years ended September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 3127, 2015, and the related audited income statement for the years ended December 31, 2017, December 31October 2, 2016 and December 31October 1, 2015 2017 (the “Audited Purchaser NA Financial Statements”) ). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (the foregoing clauses (i) and (ii) collectively, and together with any notes as attached thereto), the “Purchaser NA Financial Statements”)Statements present fairly, in all material respects, the results of operation of the Business for the respective periods covered thereby. The NA Financial Statements were derived, in all material respects, from the books and records of Seller and its Affiliates, which books and records have been maintained in accordance with reasonable business practices for the purpose of being consolidated into the Seller’s consolidated financial statements for the respective periods that were prepared in accordance with GAAP. (b) Except as set Set forth in on Section 5.6(b4.04(b) of the Purchaser Parent Seller Disclosure Letter or Schedules are the unaudited statements of income of the Business as noted operated in all jurisdictions other than the Audited Purchaser U.S. and Canada for the fiscal years ended September 27, 2015, October 2, 2016 and October 1, 2017 (the ROW Financial Statements and, together with the NA Financial Statements, the Audited Purchaser Financial Statements). Except as disclosed therein and subject to the agreed-upon methodologies used in the preparation thereof (as attached thereto), the ROW Financial Statements present fairly, in all material respects, the results of operation of the Business for the respective periods covered thereby. The ROW Financial Statements were derived, in all material respects, from the books and records of Seller and its Affiliates, which books and records have been maintained in accordance with reasonable business practices for the purpose of being consolidated into the Seller’s consolidated financial statements for the respective periods that were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsGAAP. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser The Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for liabilities except: (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statementsliabilities that are Assumed Liabilities, (ii) Liabilities incurred subsequent to the Balance Sheet Date liabilities that have arisen since October 1, 2017 in the ordinary course of business, ; (iii) Liabilities taken into account in liabilities disclosed on Section 4.04(c) of the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, Seller Disclosure Schedules; and (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities liabilities which would not, individually or in the aggregate, reasonably be materially adverse expected to Purchaser or the Purchaser Businesshave a Material Adverse Effect.

Financial Information. (a) Section 5.6(a) The Borrower has heretofore furnished to the Agent, for distribution to each of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30Lenders, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited consolidated balance sheet of the Purchaser Business Borrower as of December 31, 2017, December 31, 2016, 2014 and December the consolidated balance sheet of the Borrower as of March 31, 2015, and related consolidated statements of cash flows, income and retained earnings of the related audited income statement Borrower for the years twelve-month and three-month periods, respectively, then ended December 31(subject to normal and recurring year-end audit adjustments in the case of any unaudited financial statements). Such financial statements present fairly, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes theretoin all material respects, the “Purchaser Financial Statements”)consolidated financial position and results of operations and cash flows of the Borrower as of such date and for such period, in accordance with GAAP. (b) Except as set forth in Section 5.6(b) of All pro forma financial statements delivered by the Purchaser Parent Disclosure Letter or as noted in Borrower to the Audited Purchaser Financial StatementsArrangers, the Audited Purchaser Financial Statements were Agent or the Lenders in connection with the Transactions (i) have been prepared by the Borrower in accordance with IFRSgood faith, based on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of assumptions believed by the Purchaser Business as of Borrower on the dates therein specified date hereof to be reasonable and (yii) present fairly, in all material respects, the pro forma consolidated financial condition and the pro forma consolidated results of operations of the Purchaser Business Borrower as of and for the dates and periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in to which they relate as if the preparation Transactions had occurred at the beginnings of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementssuch periods. (c) Except as set forth The projected financial statements delivered by the Borrower to the Arrangers and the Agent in Section 5.6(cconnection with the Transactions have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time such projected financial statements were delivered (it being understood that Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that Projections will be realized). (d) Since December 31, 2014, there has not been nor is there reasonably likely to be any material adverse change in the business, assets, operations or condition (financial or otherwise) of the Purchaser Parent Disclosure LetterBorrower and its Consolidated Subsidiaries, taken as a whole; provided that the Purchaser Business does not have any Indebtedness or charges and other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, information disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in Disclosure Documents and the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Acquired Company’s Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, Documents shall be materially deemed not to constitute any such material adverse to Purchaser or the Purchaser Businesschange.

Financial Information. (a) True and complete copies of the Financial Statements have been delivered by the Seller to the Purchaser. The Financial Statements (i) present fairly, in all material respects, the combined financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, (ii) are derived from and have been prepared in accordance with the underlying books and records of the Company and the Subsidiaries and (iii) except as disclosed in the Financial Statements, have been prepared in accordance with GAAP applied on a basis consistent with the past practices, other than as required for stand-alone or separate company financial statements, of the Company and the Subsidiaries. (b) The books, records and accounts of the Company and each of the Subsidiaries, all of which have been made available to Parent and the Purchaser to the extent requested by them in writing prior to the date of this Agreement, are true and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with good business practices in all material respects. To the Seller’s Knowledge, the system of internal controls over financial reporting of the Company and the Subsidiaries, taken as a whole, is reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of the assets of the Company or the Subsidiaries. (c) Section 5.6(a3.07(c) of the Purchaser Parent Disclosure Letter contains copies Schedule sets forth a reconciliation of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet each of the Purchaser Business as of December 31line items specified in the condensed, 2017, December 31, 2016, combined and December 31, 2015, and the related audited consolidated income statement included in the Financial Statements, for each of the fiscal years ended December 31, 20172012, 2013 and 2014, to (ii) the applicable line items for the Seller’s “Fiber Optic Licensing and Other” segment for each such fiscal year, as specified in the audited financial statements of the Seller included in the Seller’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)2014. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(a) 4.5.1 Seller has delivered to Purchaser true and complete copies of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited carve-out balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet sheets of the Purchaser Business on a stand-alone basis as of December 31, 2017, December 31, 2016, and December 31, 2015, 2006 (the “Unaudited 2006 Balance Sheet”) and the related audited statements of income statement and cash flow and the related notes thereto for the years Business on a stand-alone basis for the year ended December 31, 20172006 (together with the Unaudited 2006 Balance Sheet, December 31the “Unaudited 2006 Statements”) and the unaudited carve-out balance sheet of the Business on a stand-alone basis as of February 23, 2016 and December 31, 2015 2007 (the “Audited Purchaser Financial StatementsUnaudited Interim Balance Sheet”) and the related statements of income for the Business on a stand-alone basis for the two month period ended February 23, 2007 (the foregoing clauses (i) and (ii) collectively, and together with any notes theretothe Unaudited Interim Balance Sheet, the “Purchaser Financial Unaudited Interim Statements”)(the Unaudited Interim Statements, together with the Unaudited 2006 Statements, referred to as the “Unaudited Statements”). (b) Except as set forth . The Unaudited Statements are accurate and complete in Section 5.6(b) all material respects and present fairly in all material respects the financial position of the Purchaser Parent Disclosure Letter or Business on a stand-alone basis as noted of the respective dates thereof and the results of operations and, in the Audited Purchaser Financial case of the Unaudited 2006 Statements, the Audited Purchaser Financial cash flows of the Business on a stand-alone basis for the periods covered thereby. The Unaudited Statements were have been prepared in accordance with IFRS, GAAP applied on a consistent basis throughout the periods covered and include all disclosures required by GAAP. 4.5.2 At or prior to Closing, Seller shall deliver to Purchaser true and complete copies of the unaudited carve-out balance sheet of the Business on a stand-alone basis as of March 31, 2007 (the “Unaudited March Balance Sheet”) and the related statements of income for each the Business on a stand-alone basis for the three month period presented ended March 31, 2007 (together with the Unaudited March Balance Sheet, the “Unaudited March Statements”). The Unaudited March Statements, when delivered to Purchaser, will be accurate and complete in all material respects and present a true and fair view of (x) fairly in all material respects the state of affairs financial position of the Purchaser Business on a stand-alone basis as of the respective dates therein specified thereof and (y) the results of operations of the Purchaser Business on a stand-alone basis for the periods indicatedcovered thereby. The Unaudited March Statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered and include all disclosures required by GAAP. 4.5.3 On or prior to July 31, 2007, Seller shall deliver to Purchaser Working Capital Statements were prepared using principlestrue and complete copies of the Closing Date Balance Sheet. The Closing Date Balance Sheet, procedureswhen delivered to Purchaser, policies will be accurate and methods consistent complete in all material respects with those used and present fairly in all material respects the preparation financial position of the balance sheet of the Purchaser Business on a stand-alone basis as of the date thereof. The Closing Date Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would shall be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against GAAP applied on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessa consistent basis.

Financial Information. (a) Section 5.6(aAt Seller’s sole cost and expense, Seller shall (i) deliver to Buyer by March 31, 2015 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and prepared on a “predecessor” basis (together with a Narrative Report for such period and an unqualified report thereon of Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) as of and for the year ending December 31, 2014 (such audited combined financial statements together with any reports related thereto, the “Audited 2014 Financial Statements”), (ii) unless the Closing has occurred prior to May 12, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than May 15, 2015 unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three months ended March 31, 2015 and the three months ended March 31, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), (iii) unless the Closing has occurred prior to August 8, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than August 14, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and six months ended June 30, 2015 and the three and six months ended June 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period), and (iv) unless the Closing has occurred prior to November 7, 2015, deliver to Buyer as soon as reasonably practicable but in any event no later than November 13, 2015 the unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the three and nine months ended September 30, 2015 and the three and nine months ended September 30, 2014 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) (together with such interim consolidated financial statements delivered pursuant to clauses (ii) and (iii) above, the “Interim 2015 Financial Statements”); provided, however, that if the Closing has not occurred (A) prior to February 29, 2016, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than March 30, 2016 audited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited combined statements of operations, cash flows and parent funding (together with an unqualified report of Seller’s independent accountants thereon; provided, that the inclusion of explanatory language in such accountant’s report describing the special purpose nature of such financial statements, without more, will not make such report qualified) of the Purchaser Parent Disclosure Letter contains copies of (i) Transferred Business for the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of year ending December 31, 2017, December 31, 2016, 2015 on an historical basis and in compliance with Regulation S-X and prepared on a “predecessor” basis (together with a Narrative Report for such period) or (B) with respect to any fiscal quarter of Seller ending after December 31, 2015, Seller shall also deliver to Buyer as soon as reasonably practicable but in any event no later than the date that is 45 days after the end of any such fiscal quarter (provided that such date is prior to the Closing Date) unaudited combined statements of assets, liabilities and parent funding of the Transferred Business, and the related audited income statement combined statements of operations, cash flows and parent funding (reviewed in accordance with SAS 100 by Seller’s independent accountants that expressed the opinion on the Newco Audited Financial Statements) as of and for the years ended December 31, 2017, December 31, 2016 applicable fiscal period of 2015 on an historical basis taking into account adjustments required by the Exchange Act or the Securities Act and December 31, 2015 prepared on a “predecessor” basis (the “Audited Purchaser Financial Statements”together with a Narrative Report for such period) (the foregoing clauses financial statements referred to in subclauses (iA) and (iiB) collectivelyof this sentence, and together with any notes theretothe Audited 2014 Financial Statements and the Interim 2015 Financial Statements, the “Purchaser Financial Statements”). If requested by Buyer in writing either prior to the Closing Date or following the Closing Date for a period of one year, Seller shall, as promptly as practicable (and in any event within fifteen (15) Business Days) and at Buyer’s expense, deliver to Buyer any required adjustments and/or supporting documentation relating to the Newco Financial Statements and/or the Financial Statements as Buyer may reasonably require in connection with the Financing or with its reporting obligations under the Securities Act and the Exchange Act. (b) Except as set forth in Section 5.6(bTo the extent the Financial Statements provided above do not include transaction(s) contemplated by the Pre-Closing Reorganization, Seller will prepare, at its expense, a schedule that shows the pro forma effects of the Purchaser Parent Disclosure Letter or as noted in Pre-Closing Reorganization and reconciles any applicable adjustments to the Audited Purchaser Financial Statements, the Audited Purchaser related Financial Statements were prepared in accordance with IFRS, on as a consistent basis for each period presented and present a true and fair view of (x) the state of affairs result of the Purchaser Business as of Pre-Closing Reorganization. To the dates therein specified extent pro forma Financial Statements are prepared, Ernst & Young LLP will be engaged, at Buyer’s expense, to perform procedures and deliver a report on such procedures to Buyer. Seller shall deliver the applicable pro forma schedule to Buyer no later than seven (y7) days following the results of operations of date that Seller delivers the Purchaser Business for the periods indicated. The Purchaser Working Capital corresponding Financial Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementspursuant to Section 6.18(a). (c) Except as set forth in Section 5.6(c) Following the Closing Date for a period of the Purchaser Parent Disclosure Letterone year, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accruedSeller shall, known or unknownat Buyer’s expense, absoluteprovide Buyer with such financial information, contingent or otherwise) that would be required to be reflected on a balance sheet of historical basis, in compliance with Regulation S-X and prepared on a “predecessor” basis, from and after January 1, 2014 through the Purchaser Business prepared in accordance Closing for which quarterly financial statements were not previously provided to Buyer as Buyer may reasonably request with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent respect to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred Transferred Business in connection with or arising out of its reporting obligations under the transactions contemplated hereby, (v) Liabilities disclosed or set forth in Securities Act and the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessExchange Act.

Financial Information. (a) Set forth on Section 5.6(a) 4.5 of the Purchaser Parent Seller’s Disclosure Letter contains Schedules are complete and correct copies of (i) the unaudited combined balance sheet of Purchaser Business the Transferred Entities on a carve-out basis as of September 30, 2018, 30 June 30, 2018 and March 31, 2018 2009 (the “Purchaser Working Capital Latest Transferred Entities Balance Sheets”), and audited combined balance sheets of the Transferred Entities on a carve-out basis as of 31 December 2008, 31 December 2007 and 31 December 2006 (the “Transferred Entities Balance Sheet”) and the unaudited combined profit and loss account for the Transferred Entities on a carve-out basis for the six-months period ended 30 June 2009 (the “Latest Transferred Entities Profit and Loss Account” together with the Latest Transferred Entities Balance Sheets, the “Latest Transferred Entities Financial Statements”) and (ii) the audited balance sheet of combined profit and loss account for the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement Transferred Entities for the years ended 31 December 312008, 2017, 31 December 31, 2016 2007 and 31 December 31, 2015 2006 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes theretothe Transferred Entities Balance Sheet, the “Purchaser Transferred Entities Financial Statements”). The Transferred Entities Financial Statements have been derived from the accounting books and records of the Transferred Entities and present fairly, in all material respects, the combined financial position and results of operations of the Transferred Entities on a carve-out basis as of and for the dates and periods thereof, and each of such Transferred Entities Financial Statements has been prepared in accordance with Hong Kong FRS applied on a basis consistent with past practice, except as expressly provided in the Transferred Entities Financial Statements. (b) Except as set forth in Section 5.6(b) The books and records of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent Transferred Entities have been maintained in all material respects in accordance with those used in the preparation of the balance sheet of the Purchaser Business reasonable business practices. The Latest Transferred Entities Balance Sheet does not reflect any material asset that as of the Balance Sheet Date included in date herereof does not constitute a part of the Audited Purchaser Financial StatementsPCB Business, and the Latest Transferred Entities Profit and Loss Account does not reflect the results of any material operations of any Person that as of the date hereof does not constitute a part of the PCB Business. (c) Except as set forth The Transferred Entities maintain in Section 5.6(c) all material respects internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities preparation of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared financial statements for external purposes in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessHong Kong FRS.

Financial Information. (a) Section 5.6(aThe 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 Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business Company, as of September 30, 20182010, June September 30, 2018 2011 and March 31September 30, 2018 (2012 for the “Purchaser Working Capital Statements”) fiscal years then ended and (ii) the audited balance sheet of the Purchaser Business Acquired Entity, as of December 31, 20172010, December 31, 2016, 2011 and December 31, 2015, and the related audited income statement 2012 for the fiscal years ended December 31then ended, 2017in each case reported on by independent public accountants. Such financial statements of the Company referred to in subsection (a)(i) of this Section 4.04 fairly present, December 31in all material respects, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together in conformity with any notes theretoGAAP, the “Purchaser Financial Statements”)financial position of the Company as of such dates and its results of operations and cash flows for such fiscal years. The Company has no actual knowledge (after reasonable inquiry) that such financial statements of the Acquired Entity referred to in subsection (a)(ii) of this Section 4.04 do not fairly present, in all material respects, in conformity with GAAP, the financial position of the Acquired Entity as of such dates and its results of operations and cash flows for such fiscal years. (b) Except 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 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 Effective Date or the Closing Date, as set forth applicable. Such financial statements of the Company fairly present, in Section 5.6(ball material respects, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a)(i) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsthis Section 4.04, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs financial position of the Purchaser Business Company as of the such dates therein specified and (y) the their results of operations and cash flows for such three month period (subject to normal year-end adjustments). The Company has no actual knowledge (after reasonable inquiry) that such financial statements of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesAcquired Entity do not fairly present, procedures, policies and methods consistent in all material respects respects, in conformity with those used GAAP applied on a basis consistent with the financial statements referred to in the preparation subsection (a)(ii) of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsthis Section 4.04. (c) Except as set forth There has been no material adverse change in Section 5.6(c) the financial condition, business or operations of the Purchaser Parent Disclosure LetterCompany since September 30, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued2012, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent unless and to the Balance Sheet Date extent disclosed in the ordinary course of businessCompany’s quarterly reports on Form 10-Q, (iii) Liabilities taken into account in as filed with the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessCommission.

Financial Information. (a) Section 5.6(aThe balance sheets of EQT Midstream Partners Predecessor (as such term is described in the Form S-1) of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, 2011 and December 31, 2015, 2010 and the related audited income statement statements of operations, partners’ capital and cash flows of EQT Midstream Partners Predecessor for each of the three years in the period ended December 31, 2017, December 31, 2016 and December 31, 2015 (2011 contained in the “Audited Purchaser Financial Statements”) (the foregoing clauses Form S-1 have been audited by Ernst & Young LLP. Such financial statements (i) present fairly, in all material respects, the financial position and results of operations and cash flows of EQT Midstream Partners Predecessor as of such dates and for such periods in conformity with GAAP and (ii) collectivelyshow, to the extent required by GAAP and together with any notes theretoall footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the “Purchaser Financial Statements”)Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) Except The unaudited pro forma balance sheet as set forth in Section 5.6(b) of March 31, 2012 and the Purchaser Parent Disclosure Letter or as noted related statements of operations for the Borrower for the year ended December 31, 2011 and the quarter ended March 31, 2012 contained in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements Form S-1 were prepared in accordance good faith based on the assumptions that were believed to be reasonable in light of then-existing conditions (subject to the proviso that it is understood that such pro forma financial statements are based upon professional opinions, estimates and adjustments and that the Borrower does not warrant that such opinions, estimates and adjustments will ultimately prove to have been accurate). (c) Beginning with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs initial delivery of the Purchaser Business financial information required under Sections 6.01(a) and (b), the financial information delivered to the Lenders pursuant to such sections (i) fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), 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 Subsidiaries as of the dates therein specified date thereof, including liabilities for taxes, material commitments and Debt. (yd) Since December 31, 2011 there has been no material adverse change in the business, financial position or results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesBorrower and its Consolidated Subsidiaries, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business considered as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsa whole. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(a) Seller has delivered to Buyer true and complete copies of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited combined balance sheet of the Purchaser Business Transferred Subsidiaries on a stand-alone basis as of December 31, 2017, December 31, 2016, and December 31, 2015, 2006 (the “Unaudited 2006 Balance Sheet”) and the related audited statement of income statement and cash flow for the years Transferred Subsidiaries on a stand-alone basis for the year ended December 31, 20172006 (together with the Unaudited 2006 Balance Sheet, December the “Unaudited 2006 Statements”) and the unaudited combined balance sheet of the Transferred Subsidiaries on a stand-alone basis as of January 31, 2016 and December 31, 2015 2007 (the “Audited Purchaser Financial StatementsUnaudited Interim Balance Sheet”) and the related statements of income and cash flow for the Transferred Subsidiaries on a stand-alone basis for the month ended January 31, 2007 (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the Unaudited Interim Statements and the Unaudited 2006 Statements referred to as the “Purchaser Unaudited Financial Statements”). The Unaudited Financial Statements are accurate and complete in all material respects and present fairly in all material respects the financial position of the Transferred Subsidiaries on a stand-alone basis as of the respective dates thereof and the results of operations and cash flows of the Transferred Subsidiaries on a stand-alone basis for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered. (b) Except as set forth in Section 5.6(b) None of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have Transferred Subsidiaries has any Indebtedness or Liabilities other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for than: (i) Liabilities accrued for, specifically reflected on, disclosed and/or on and fully reserved against on in the Purchaser Financial StatementsUnaudited Interim Balance Sheet, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness since the date of the Unaudited Interim Balance Sheet (January 31, 2007), (iii) Liabilities taken into account for Taxes incurred in the Final Closing Statementordinary course of business since December 31, Final Purchaser Working Capital or Final Purchaser Net Cash2006 and not required under GAAP to be shown on the Unaudited Interim Balance Sheet, (iv) Liabilities incurred in connection with or arising out as a result of consummation of the transactions contemplated herebyby this Agreement or the Seller Ancillary Documents and specifically identified in Schedule 3.6(b), or (v) other Liabilities disclosed or set forth described in Schedule 3.6(b). (c) All books, records and accounts of the Purchaser Disclosure Letter Transferred Subsidiaries are in all material respects accurate and (vi) Liabilities which would not, individually or complete and maintained in the aggregate, be materially adverse to Purchaser or the Purchaser Businessaccordance with good business practices and all applicable Laws.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of The Initial Financial Statements (i) present fairly, in all material respects, the unaudited balance sheet combined financial position and results of Purchaser Business operations and cash flows of the Parent’s predecessor and its Subsidiaries on a consolidated basis as of September 30, 2018, June 30, 2018 such dates and March 31, 2018 (the “Purchaser Working Capital Statements”) for such periods in conformity with GAAP and (ii) show, to the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, extent required by GAAP and together with any notes theretoall footnotes to such financial statements, all material indebtedness and other liabilities, direct or contingent, of the “Purchaser Financial Statements”)Parent’s predecessor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser The Pro Forma Financial Statements were prepared in accordance with IFRSgood faith on the basis of assumptions, on a consistent basis for each period presented and present a true and fair view of (x) data, information, tests or conditions believed to be reasonable at the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicatedtime such Pro Forma Financial Statements were furnished. The Purchaser Working Capital Pro Forma Financial Statements were prepared using principles, procedures, policies and methods consistent fairly present in all material respects with those used in the preparation financial position of the balance sheet of the Purchaser Business Parent and its Subsidiaries on a consolidated basis as of date thereof and after giving effect to the Balance Sheet Date included Transactions and were prepared in the Audited Purchaser Financial Statementsa manner consistent with GAAP (except as otherwise noted therein) consistently applied. (c) Except as set forth in Section 5.6(cThe financial information delivered to the Lenders pursuant to Sections 6.01(a) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever and (whether accrued, known or unknown, absolute, contingent or otherwiseb) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued forfairly presents, reflected onin all material respects, disclosed and/or reserved against on in conformity with GAAP, the Purchaser Financial Statementsfinancial position of the Parent and its Subsidiaries as of such date and their consolidated results of operations and cash flows as of such date (subject, in the case of interim statements, to normal year-end adjustments and the absence of footnotes), and (ii) Liabilities incurred subsequent shows, to the Balance Sheet Date in the ordinary course of businessextent required by GAAP and together with all footnotes to such financial statements, (iii) Liabilities taken into account in the Final Closing Statementall material indebtedness and other liabilities, Final Purchaser Working Capital direct or Final Purchaser Net Cashcontingent, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated herebyParent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt. (vd) Liabilities disclosed Since the later of the date of (i) December 31, 2015 or set forth in (ii) the Purchaser Disclosure Letter and (vi) Liabilities which would notmost recent audited financial statements delivered pursuant to Section 6.01(a)(i), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be materially adverse expected to Purchaser or the Purchaser Businesshave a Material Adverse Effect.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains True and complete copies of (i) audited balance sheets of the unaudited balance sheet Company as at December 31 in each of Purchaser Business as of September 30, 2018, June 30, 2018 the years 2013 and March 31, 2018 2014 (the “Purchaser Working Capital StatementsCompany Balance Sheets”) ); and (ii) the audited balance sheet statements of income, changes in stockholders’ equity and cash flows of the Purchaser Business as Company for each of December 31the years then ended, 2017, December 31, 2016, and December 31, 2015, together with the notes to such financial statements and the related audited income statement for report of the years ended December 31independent certified public accountants (collectively, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Company Financial Statements”) (have been delivered by the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)Company to Parent. (b) The Company Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly in all material respects the financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby and (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved. (c) The books of account, minute books, membership record and register and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects, and there have been no material transactions that are required to be set forth therein and which have not been so set forth. (d) Except as set forth in Section 5.6(b) Schedule 3.05(d), there exist no liabilities or obligations of the Purchaser Parent Disclosure Letter Company that are required by GAAP to be disclosed, reflected or as noted reserved against in the Audited Purchaser Financial Statements, the Audited Purchaser Company Financial Statements were prepared in accordance with IFRSexcept (i) as disclosed, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used reflected or reserved against in the preparation of the balance sheet of the Purchaser Business as of the Company Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except Sheets or as set forth in Section 5.6(c) any section of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial StatementsSchedule, (ii) Liabilities for liabilities and obligations incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness consistent with past practice since December 31, 2014, (iii) Liabilities taken into account in the Final Closing Statementfor liabilities and obligations related to, Final Purchaser Working Capital arising under or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of this Agreement and the transactions contemplated herebyTransactions, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (viiv) Liabilities which for liabilities that would not, individually or in the aggregate, reasonably be materially adverse expected to Purchaser have a Material Adverse Effect. (e) Except as set forth in Schedule 3.05(e), the Company has no liabilities (absolute, accrued, contingent, or otherwise) of a nature required under GAAP, as in effect on the Purchaser Businessdate of this Agreement, to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, or that is reasonably expected to result in, individually or in the aggregate, a Material Adverse Effect except such (i) liabilities or obligations disclosed and provided for in the Company Financial Statements or in the notes thereto, (ii) liabilities arising in the ordinary course of the Company’s business since December 31, 2014 in excess of $10,000, or (iii) liabilities incurred in connection with the transactions contemplated by this Agreement.

Financial Information. (a) Section 5.6(a) True and complete copies of the Purchaser Parent Disclosure Letter contains copies each of (i) the unaudited consolidated balance sheet of Purchaser Business the Company as of September 30, 2018, June 30, 2018 and March December 31, 2018 2006 and December 31, 2007, and the unaudited consolidated statements of income and cash flows of the Company for the annual periods ended on December 31, 2006 and December 31, 2007 (collectively, the “Purchaser Working Capital Company Financial Statements”) and (ii) the audited balance sheet Reference Balance Sheet and the unaudited consolidated statement of income of the Purchaser Business as of for the annual period ended on December 31, 20172008 (collectively, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Business Financial Statements”) (have been made available by the foregoing clauses (iSeller to the Purchaser and are set forth on Section 3.06(a) and (ii) collectively, and together with any notes thereto, of the “Purchaser Financial Statements”)Disclosure Schedule. (b) Except as set forth in Section 5.6(bThe Company Financial Statements (i) were properly derived from the consolidated financial statements and accounting records of the Purchaser Parent Disclosure Letter or Seller, (ii) properly include adjustments for instances where the adjustments were material to the Company but were not material for the Seller’s financial statements, (iii) can properly be reconciled with the books and records of the Company, (iv) present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company as noted in of the Audited Purchaser Financial Statements, dates thereof and for the Audited Purchaser Financial Statements periods covered thereby and (v) were prepared in accordance with IFRSGAAP, consistently applied. (c) The Business Financial Statements (i) were properly derived from the audited financial statements of Seller (in each case, as such audited financial statements were included in the Seller’s Annual Report on a consistent basis Form 10-K, filed by the Seller with the US Securities and Exchange Commission for each period presented and present a true and fair view of (x) the state of affairs applicable fiscal year of the Purchaser Business as Seller), (ii) were prepared in accordance with the books of account and other financial records of the dates therein specified Xxxxxx Entities (except as may be indicated in the notes thereto), (iii) can properly be reconciled with the books and records of the Xxxxxx Entities and (yiv) present fairly in all material respects the consolidated financial position and results of operations of the Purchaser Business Business, as of the dates thereof or for the periods indicated. The Purchaser Working Capital Statements covered thereby and (v) were prepared using principlesin accordance with GAAP, proceduresconsistently applied. (d) The 2008 Company Financial Statements, policies when prepared, (i) shall be properly derived from the consolidated financial statements and methods consistent accounting records of the Seller, (ii) shall properly include adjustments for instances where the adjustments were material to the Company but were not material for the Seller’s financial statements, (iii) shall be able to be properly reconciled with the books and records of the Company and (iv) shall present fairly in all material respects with those used in the preparation consolidated financial position, results of operations and cash flows of the balance sheet of the Purchaser Business Company as of the Balance Sheet Date included in dates thereof and for the Audited Purchaser Financial Statements. periods covered thereby and (cv) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would will be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRSGAAP, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessconsistently applied.

Financial Information. (a) Section 5.6(a) The Sellers have delivered to the Purchaser audited consolidated balance sheets of MEC BV as of the Purchaser Parent Disclosure Letter contains copies last day of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet each of the Purchaser Business as of two (2) financial years ended on December 31, 20172003 (the "Balance Sheet Date") and the audited consolidated statements of income, cash flows and stockholders' equity of MEC BV for each of the three (3) financial years ended on December 31, 20162003 together with the notes thereto (collectively, and December 31, 2015, the "BV Financial Statements") and the related audited income statement report thereon of PricewaterhouseCoopers LLP, independent certified public accountants. Such BV Financial Statements fairly present the financial condition and the results of operations and cash flows of MEC BV and its Subsidiaries on a consolidated basis as at the respective dates and for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser periods referred to in such BV Financial Statements”) (, all in accordance with US GAAP applied consistently through the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)referenced periods. (b) Except as set Set forth in Section 5.6(b) the EME Disclosure Schedule is a complete and accurate list of the Purchaser Parent Disclosure Letter or as noted most recent audited financial statements for each of the Project Operating Companies identified in the Audited Purchaser Schedule 2.5. All such financial statements ("Project Financial Statements, ") have been made available to the Audited Purchaser by posting to Intralinks or otherwise. Each of the Project Financial Statements were prepared in accordance with IFRS, on for a consistent basis for each period presented Project Operating Company fairly present the financial condition and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations and cash flows of the Purchaser Business Project Operating Company to which it relates as at the respective dates and for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent referred to in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser such Project Financial Statements, all in accordance with US GAAP or Local GAAP, as stated therein, applied consistently through the referenced periods. (c) Except as set Set forth in Section 5.6(c) the EME Disclosure Schedule is a list of certain financial schedules that have been posted to Intralinks for certain Acquired Holding Companies that are not Project Operating Companies (each, an "Acquired Company Financial Schedule"), which Acquired Company Financial Schedules represent the Purchaser Parent Disclosure Letterunconsolidated financial position and results of operations as of April 30, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared 2004. The Acquired Company Financial Schedules for such Acquired Holding Companies were derived from and are materially in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course internal books and records of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesssuch Acquired Holding Companies.

Financial Information. (a) Section 5.6(aSeller has filed with the SEC audited consolidated financial statements for the fiscal year ended December 31, 2016 (the “DaVita Financial Statements”) and has filed with the SEC unaudited condensed consolidated financial statements for the nine months ended September 30, 2017, each of which include segment reporting for the DaVita Medical Group business segment (together with the DaVita Financial Statements, the “SEC Financial Statements”). The SEC Financial Statements, solely to the extent relating to the DaVita Medical Group business segment, present fairly in all material respects the financial position and results of operations of the Purchaser Parent Disclosure Letter contains DaVita Medical Group business segment for the periods covered thereby, and have been prepared in accordance with GAAP, applied on a consistent basis. (b) Prior to the date of this Agreement, true and complete copies of of: (i) the unaudited consolidated balance sheet of Purchaser Business the Acquired Companies and Related Consolidated Entities as of September 30, 2018, June 30, 2018 and March December 31, 2018 2016, December 31, 2015 and December 31, 2014 and the related unaudited consolidated statements of income and cash flows of the Acquired Companies and Related Consolidated Entities for each of the years then ended (collectively, the “Purchaser Working Capital Year-End Financial Statements”) and (ii) the audited unaudited consolidated balance sheet of the Purchaser Business Acquired Companies and Related Consolidated Entities as of December 31September 30, 20172017 (such date, December 31, 2016, and December 31, 2015, the “Balance Sheet Date”) and the related audited unaudited consolidated statements of income statement and cash flows of the Acquired Companies and Related Consolidated Entities for the years quarter ended December 31, 2017, December 31, 2016 and December 31, 2015 on such date (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Unaudited Financial Statements”). (b) Except as set forth , in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementseach case, the Audited Purchaser Financial Statements were have been prepared in accordance with IFRSthe Accounting Principles, applied on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesbasis, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsand have been made available by (or on behalf of) Seller to Buyer. (c) Except as set forth in Section 5.6(con Schedule 3.7, the Year-End Financial Statements and the Unaudited Financial Statements (together, the “Financial Statements”): (i) were derived from the books and records of the Purchaser Parent Disclosure LetterAcquired Companies and Related Consolidated Entities, (ii) present fairly, in all material respects, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet consolidated financial position of the Purchaser Business Acquired Companies and Related Consolidated Entities as of the dates thereof and the results of operations and cash flows of the Acquired Companies and Related Consolidated Entities for the periods covered thereby, and (iii) except for the absence of consolidated statements of comprehensive income, equity, cash flows and notes thereto, were prepared in accordance with IFRSthe Accounting Principles, except for applied on a consistent basis, throughout the periods indicated (i) Liabilities accrued forsubject, reflected on, disclosed and/or reserved against on in the Purchaser case of the Unaudited Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter normal and (vi) Liabilities which would recurring year-end adjustments that are not, individually or in the aggregate, be materially adverse material in amount or nature and the absence of notes). (d) The accounts receivable and other receivables reflected on the Financial Statements: (i) have been prepared in accordance with the Accounting Principles, applied on a consistent basis, in all material respects, (ii) have arisen from bona fide transactions in the Ordinary Course, and (iii) are not subject to Purchaser any material valid counterclaims or setoffs other than adjustments and modifications in the Purchaser BusinessOrdinary Course and for which adequate reserves have been established in the Financial Statements (to the extent required by the Accounting Principles, applied on a consistent basis).

Financial Information. (a) Section 5.6(a) Schedule 2.08A sets forth a true and complete list of each report, schedule, registration statement and definitive proxy statement filed by the Purchaser Parent Disclosure Letter contains copies Company with the SEC since January 1, 1999 (the "Company SEC Documents"), including, without limitation, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (the "Company 10-K"). As of their respective dates: (i) the unaudited balance sheet Company SEC Documents complied in all material respects with the requirements of Purchaser Business the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of September 30the SEC thereunder applicable to such Company SEC Documents, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet none of the Purchaser Business as Company SEC Documents contained any untrue statement of December 31a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, 2017in light of the circumstances under which they were made, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)not materially misleading. (b) Except as set forth in Section 5.6(b) The financial statements of the Purchaser Parent Disclosure Letter or as noted Company included in the Audited Purchaser Financial StatementsCompany SEC Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, GAAP applied on a consistent basis for each period presented during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present a true and fair view in accordance with applicable requirements of GAAP (xsubject, in the case of the unaudited statements, to normal, recurring audit adjustments) the state of affairs consolidated financial position of the Purchaser Business Company and its consolidated Subsidiaries as of at their respective dates and the dates therein specified and (y) the consolidated results of operations and the consolidated cash flows of the Purchaser Business Company for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsthen ended. (c) Except as set forth in Section 5.6(c) The Company has delivered to Purchaser correct and complete copies of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a audited consolidated balance sheet sheets of the Purchaser Business Company and its consolidated Subsidiaries as at December 31, 2001, and the audited related consolidated statements of operations, cash flows and changes in shareholders' equity for the twelve-month period then ended and the notes thereto, together with a report thereon by Wiss & Company LLP (the "Audited Financial Statements"). The Audited Financial Statements: (i) are in accordance with the books and records of the Company and its Subsidiaries; (ii) have been prepared in accordance with IFRS, GAAP applied on a consistent basis during the periods involved (except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date as may be indicated in the ordinary course of business, notes thereto); and (iii) Liabilities taken into account fairly present in accordance with applicable requirements of GAAP the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out consolidated balance sheets of the transactions contemplated herebyCompany and its consolidated Subsidiaries as at their respective dates and the consolidated statements of operations, (v) Liabilities disclosed or set forth cash flows and changes in shareholders' equity for the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessperiod then ended.

Financial Information. (a) Section 5.6(a3.5(a) of the Purchaser Parent Disclosure Letter Schedule contains true and correct copies of (i) the audited consolidated balance sheets of the Seller and its Subsidiaries as of January 28, 2017, February 3, 2018 and February 2, 2019, the related audited consolidated statements of operations, cash flows and stockholders’ equity of the Seller and its Subsidiaries for the fiscal years ended as of such dates, and the audited summary of segment data for the Seller’s Sears Outlet reporting segment (the “Outlet Segment”) for the fiscal years ended as of January 28, 2017, February 3, 2018 and February 2, 2019 (collectively, the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of the Seller and its Subsidiaries as of May 4, 2019, the related unaudited consolidated statements of operations, cash flows and stockholders’ equity of the Seller and its Subsidiaries for the thirteen-week period ended as of such date, and the unaudited summary of segment data for the Outlet Segment for the thirteen-week period ended as of such date (the “10-Q Financial Statements”), and (iii) the unaudited balance sheet of Purchaser the Business as of September 30May 4, 2018, June 30, 2018 and March 31, 2018 2019 (the “Purchaser Working Capital Interim Financial Statements”) and (ii) ” and, together with the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, Audited Financial Statements and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser 10-Q Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser . The Financial Statements (A) were prepared from and in accordance with IFRSthe books of account and other financial records of the Seller and its Subsidiaries (except as may be indicated in the notes thereto), on a consistent basis for each period presented (B) in the case of the Audited Financial Statements and the 10-Q Financial Statements only, comply in all material respects with the rules and regulations of the SEC with respect thereto, and present a true and fair view of fairly in all material respects (x) the state consolidated financial condition and the consolidated results of affairs operations, cash flows and changes in stockholders’ equity of the Purchaser Business as of the dates therein specified Seller and its Subsidiaries and (y) the results of operations of the Purchaser Business Outlet Segment, in each case, as of the dates thereof or for the periods indicated. The Purchaser Working Capital Statements covered thereby, (C) were prepared using principlesin accordance with GAAP consistently applied throughout the periods indicated (except as indicated in the related notes thereto), proceduresand (D) in the case of the Interim Financial Statements only, policies and methods consistent present fairly in all material respects with those used in the preparation assets and liabilities of the balance sheet of the Purchaser Business as of the Balance Sheet Date included May 4, 2019; provided that, in the Audited Purchaser case of clauses (C) and (D), (x) the 10-Q Financial Statements. (c) Except as set forth Statements and the Interim Financial Statements are subject to normal recurring year-end adjustments not material in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would notamount, individually or in the aggregate, and as permitted by the rules and regulations of the SEC and, in the case of the Interim Financials only, the absence of notes and (y) the Interim Financial Statements are presented on a carve-out basis to include the historical financial position of the Business on a standalone basis, and any and all allocations made with respect to assets and liabilities not solely related to the Business are made on a reasonable basis. (b) The books and records of the Seller and its Subsidiaries have been maintained in material compliance with applicable legal and accounting requirements (including GAAP), and such records accurately reflect, in all material respects, all transactions in respect of the conduct of the Business. (c) The Seller and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that, with respect to the Business, (i) transactions are executed in accordance with the board of directors’ or board of managers’ (or equivalent governing body’s) general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP (except as otherwise provided in Section 3.5(a)), (iii) the recorded accountability for assets are compared with the existing assets at reasonable intervals so that appropriate action can be materially adverse taken with respect to Purchaser any differences, and (iv) the obligations of the Seller and its Subsidiaries are satisfied in a timely manner and as required under the terms of any applicable Contract. Such internal accounting controls provide reasonable assurance regarding the reliability of the Seller’s and its Subsidiaries’ financial reporting (including as required by Rule 13a-15 under the Exchange Act) and the preparation of Seller’s and its Subsidiaries’ consolidated financial statements with respect to the Business for external purposes in accordance with GAAP. Since January 31, 2016, to the extent related to the Business, the Seller’s principal executive officer and its principal financial officer have disclosed to the Seller’s auditors and the audit committee of the Seller’s Board of Directors (A) all known significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Seller’s ability to record, process, summarize and report financial information, and (B) any known fraud, whether or not material, that involves management or other employees who have a significant role in the Seller’s and its Subsidiaries’ internal controls and the Seller has made available to the Purchaser Businesscopies of any such disclosure. (d) All outstanding accounts receivable, bills receivable and trade accounts of the Seller and its Subsidiaries relating to the Business have resulted from bona fide arm’s-length transactions in the ordinary course of business. Except as set forth on Section 3.5(d) of the Disclosure Schedule, no defense, set-off or counterclaim has been asserted since February 2, 2019 with respect to any such receivable and no such receivable is past due more than ninety (90) days. (e) Section 3.5(e)(i) of the Disclosure Schedule sets forth a list of any and all Contracts pursuant to which guarantees (including of performance under Contracts included in the Purchased Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by, or for the account of, the Seller and/or any of its Subsidiaries to support or facilitate transactions or obligations of the Business (collectively, the “Credit Support Arrangements”) and the amount of each Credit Support Arrangement. Section 3.5(e)(ii) of the Disclosure Schedule sets forth a list of any and all Contracts pursuant to which guarantees (including of performance under Contracts included in the Purchased Assets, letters of credit or other credit arrangements, including surety and performance bonds) were issued by any Transferred Entity for the benefit of the Seller and/or any of its Subsidiaries (other than the Transferred Entities) or to support or facilitate transactions or obligations of the businesses of the Seller and/or its Subsidiaries (other than the Business and the Transferred Entities) and the amount of each such arrangement.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains True and complete copies of (i) the unaudited audited consolidated balance sheet of Purchaser Business the Company and the Subsidiaries as of September 30, 2018, June 30, 2018 and March December 31, 2018 2004 and 2003, the audited consolidated statements of income and cash flows of the Company and the Subsidiaries for the fiscal year ended December 31, 2004 and the unaudited consolidated statement of income of the Company and the Subsidiaries for the fiscal year ended December 31, 2003 (collectively, the “Purchaser Working Capital Financial Statements”) and (ii) the audited unaudited consolidated balance sheet of the Purchaser Business Company and the Subsidiaries as of December 31November 30, 20172005, December 31, 2016, and December 31, 2015, (the “Interim Financial Statement Date”) and the related audited unaudited consolidated statement of income statement of the Company and the Subsidiaries for the years ended December 31period from January 1 through November 30, 2017, December 31, 2016 and December 31, 2015 2005 (the “Audited Purchaser Interim Financial Statements”) (are attached as Section 3.06(a) of the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)Disclosure Schedule. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser The Financial Statements, the Audited Purchaser Interim Financial Statements and the Closing Statement (i) were prepared in accordance with IFRS, on a consistent basis for each period presented the books of account and present a true and fair view of (x) the state of affairs other financial records of the Purchaser Business Company and the Subsidiaries (except as may be indicated in the notes thereto or in Section 3.06(b) of the dates therein specified Disclosure Schedule) (ii) present fairly in all material respects the consolidated financial condition and (y) the results of operations of the Purchaser Business Company and the Subsidiaries as of the dates thereof or for the periods indicated. The Purchaser Working Capital Statements covered thereby and (iii) were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRSGAAP applied on a basis consistent with the past practices of the Company and the Subsidiaries, except for clauses (iii) Liabilities accrued forand (iii) above being subject, reflected on, disclosed and/or reserved against on in the Purchaser case of the Interim Financial Statements, (ii) Liabilities incurred subsequent to normal recurring year-end adjustments, the Balance Sheet Date in the ordinary course effect of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would are not, individually or in the aggregate, material, and the absence of notes. No financial statements of any Person other than the Company and the Subsidiaries are required by GAAP to be materially adverse to Purchaser or included in the Purchaser Businessconsolidated financial statements of the Company.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter Schedule 4.4 contains copies of (ia) the unaudited audited consolidated balance sheet of Purchaser Business such Company Entity and its Subsidiaries as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement consolidated statements of operations, members’ equity and cash flows for the years fiscal year then ended December 31and (b) the unaudited consolidated balance sheet of such Company Entity and its Subsidiaries as of February 29, 20172016, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial StatementsLatest Balance Sheet”) and the unaudited consolidated statements of operations, members’ equity and cash flows for the two (the foregoing clauses 2) month fiscal period then ended (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). The Financial Statements have been derived from the books and records of the Company Entities and their Subsidiaries, prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition of such Company Entity and its Subsidiaries, as of the date thereof and for the period covered thereby, subject to changes resulting from normal year-end adjustments and the absence of footnotes in the case of any Financial Statements that are unaudited. (b) Except The Company Entities and their Subsidiaries maintain adequate internal accounting controls that provide reasonable assurance that transactions are recorded as set forth in Section 5.6(bnecessary to (i) permit accurate preparation of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared their consolidated financial statements in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified GAAP and (yii) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesto maintain, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsrespects, accurate accountability for their assets. (c) Except as set forth in Section 5.6(c) No Company Entity nor any Subsidiary of the Purchaser Parent Disclosure Lettera Company Entity has any material liabilities, the Purchaser Business does not have any Indebtedness commitments or other Liabilities of any nature or kind whatsoever obligations (whether absolute, accrued, known or unknowncontingent, absoluteunasserted, contingent known, unknown or otherwise) that would be required to be reflected on a consolidated balance sheet of the Purchaser Business Company Entities prepared in accordance with IFRSGAAP other than liabilities, except for commitments and obligations (i) Liabilities accrued fordisclosed in the Latest Balance Sheet, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, or (ii) Liabilities incurred subsequent arising after the date of the Latest Balance Sheet in the Ordinary Course of Business consistent with past practice and similar in amount and character to the Balance Sheet Date in the ordinary course of businessliabilities, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or commitments and obligations set forth in the Purchaser Disclosure Letter and Latest Balance Sheet, or (viiii) Liabilities which would not, individually or liabilities for future performance in the aggregateOrdinary Course of Business under any Material Contract or liabilities under this Agreement or any other Transaction Document (other than liabilities as a result of a breach or other default by the Seller, be materially adverse to Purchaser the Company Entities or the Purchaser Businesstheir Subsidiaries).

Financial Information. (a) Section 5.6(a) 1ST BANCORP has furnished to German American its audited financial statements of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement 1ST BANCORP for the years ended December 31June 30, 20171997, December 31, 2016 1996 and December 31, 2015 1995 and all subsequent financial statements of 1ST BANCORP included as part of 1ST BANCORP's Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be reflected in the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelynotes thereto), and together with any notes theretofairly present the consolidated financial position and the consolidated results of operations, changes in shareholders' equity and cash flows of 1ST BANCORP in all material respects as of the “Purchaser Financial Statements”)date and for the period indicated. (b) The Bank has furnished to German American its Thrift Financial Reports as filed with the OTS for the quarters ended March 31, 1998, and June 30, 1998 (the "TFR Reports"). The TFR Reports were prepared in accordance with the applicable regulatory instructions on a consistent basis with previous such reports, and fairly present the financial position and results of operations of the Bank in all material respects as of the dates and for the periods indicated, subject, however, to normal recurring year-end adjustments, none of which will be material. (c) Each of the Subsidiaries has furnished to German American its financial statements for the year-to-date periods ended March 31, 1998 and June 30, 1998. Such reports were prepared in accordance with any applicable regulatory instructions on a consistent basis with previous such reports, and fairly present the financial position and results of operations of the Subsidiaries in all material respects as of the dates and for the periods indicated, subject, however, to normal recurring year-end adjustments, none of which will be material. (d) Except as set forth in Section 5.6(bthe Disclosure Schedule, neither 1ST BANCORP, the Bank, nor any one of the Subsidiaries, has any material liability, fixed or contingent, except to the extent set forth in the financial statements and the TFR Reports described in subsections (a), (b) and (c) of this Section 2.04 (collectively, the Purchaser Parent Disclosure Letter "1ST BANCORP Financial Statements") or as noted incurred in the Audited Purchaser Financial Statements, ordinary course of business since the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs date of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the most recent balance sheet of 1ST BANCORP, the Purchaser Business as of Bank, or the Balance Sheet Date Subsidiaries included in the Audited Purchaser 1ST BANCORP Financial Statements. (ce) Except as set forth otherwise provided in Section 5.6(cthe Disclosure Schedule, 1ST BANCORP does not engage in the lending business (except by and through the Bank) or any other business or activity other than that which is incident to its ownership of all the capital stock of the Purchaser Parent Disclosure Letter, the Purchaser Business Bank or of FFIAI and FTC and does not have own any Indebtedness or other Liabilities of any nature or kind whatsoever investment securities (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet except the capital stock of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter Bank and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessFFIAI and FTC).

Financial Information. (a) Section 5.6(aAttached as Schedule 3.12(a) is unaudited financial information of TCC, TEC, CHF and RFD as it relates to the Current Facilities for the period from January 1, 2003, through May 31, 2004, each of which was prepared in accordance with generally accepted accounting principles consistently applied throughout the periods indicated, is in accordance with the books and records of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business respective Seller and, as of September 30the date prepared, 2018, June 30, 2018 and March 31, 2018 (fairly presented in all material respects the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement financial information for the years ended December 31periods indicated, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)except for such matters as would not have a Material Adverse Effect. (b) Except Attached as set forth in Section 5.6(bSchedule 3.12(b) is an unaudited balance sheet of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial StatementsXxxxxx dated May 31, the Audited Purchaser Financial Statements were 2004, which was prepared in accordance with IFRSgenerally accepted accounting principles consistently applied throughout the periods indicated, on a consistent basis for each period presented is in accordance with the books and present a true records of Xxxxxx and fair view of (x) the state of affairs of the Purchaser Business its Affiliates and, as of the dates therein specified and (y) date prepared, fairly presented in all material respects the results of operations of the Purchaser Business financial information for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesXxxxxx has no liabilities or obligations accrued, procedurescontingent or otherwise, policies and methods consistent in all material respects except to the extent set forth on the Xxxxxx Balance Sheet, or incurred, consistently with those used past practices, in the preparation ordinary course of the balance sheet of the Purchaser Business business since May 31, 2004, except for such matters as of the Balance Sheet Date included in the Audited Purchaser Financial Statementswould not have a Material Adverse Effect. (c) Except Attached as set forth in Section 5.6(cSchedule 3.12(c) are unaudited balance sheets of Xxxxxxx Services Acquisition LLC, Xxxxxxx Acquisition LLC, Westvaco Acquisition LLC dated as of May 31, 2004 and the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a pro forma balance sheet of the Purchaser Business Carmeuse Acquisition LLC dated as of May 31, 2004, each of which was prepared in accordance with IFRSgenerally accepted accounting principles consistently applied, is in accordance with the books and records of the respective Acquisition LLC and, as of the date prepared, fairly presented in all material respects the financial information for periods indicated. No Acquisition LLC has any liabilities or obligations accrued, contingent or otherwise except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the extent set forth on its LLC Balance Sheet Date Sheet, or incurred, consistently with past practices, in the ordinary course of businessbusiness since May 31, (iii) Liabilities taken into account in the Final Closing Statement2004, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which except for such matters as would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessnot have a Material Adverse Effect.

Financial Information. (a) Section 5.6(a) 3.4 of the Purchaser Parent Disclosure Letter Schedule contains true and correct copies of (i) the unaudited audited balance sheet of Purchaser the Business for the financial years ended as of September 30, 2018, June 30, 2018 and March December 31, 2018 2016 and December 31, 2017, and the related audited statements of income and cash flows of the Business (collectively, the “Purchaser Working Capital Audited Financial Statements”) and (ii) the audited unaudited balance sheet of the Purchaser Business as of December 31, 20172017 and June 30, December 31, 2016, and December 31, 20152018, and the related audited unaudited statements of income statement and cash flows of the Business for the years six months ended December 31June 30, 20172017 and June 30, December 31, 2016 and December 31, 2015 2018 (the “Audited Purchaser Interim Financial Statements”) (the foregoing clauses (i) and (ii) collectively” and, and together with any notes theretothe Audited Financial Statements, the “Purchaser Financial Statements”). The Financial Statements (A) were prepared in accordance with the books of account and other financial records of the Seller (except as may be indicated in the notes thereto), (B) present fairly in all material respects the financial condition and results of operations of the Business as of the dates thereof or for the periods covered thereby and (C) were prepared in accordance with GAAP applied on a consistent basis during the period presented; provided that, in the case of clauses (B) and (C), (x) the Interim Financial Statements were, subject to normal recurring year-end adjustments and except as set forth in the notes thereto, prepared and presented on a basis consisted with the Audited Financial Statements, and (y) the Financial Statements are presented on a carve-out basis to include the historical financial position and results of operations applicable to the Business, and the allocation of costs and expenses included in the Financial Statements represents in the case of corporate functions shared by the Business and the other businesses of the Seller only a reasonable allocation methodology and is not necessarily indicative of such costs and expenses that would have resulted if the Business had been operating as a separate entity or on a stand-alone basis. There were no (I) changes in Seller’s accounting policies or the method of application of the Seller’s accounting policies in preparing the Financial Statements or (II) changes in the method of applying the Seller’s use of estimates in the preparation of the Interim Financial Statements as compared with the Audited Financial Statements. (b) Except as set forth in Section 5.6(b) The books, records and accounts of the Purchaser Parent Disclosure Letter or as noted Seller with respect to the Business, have been maintained in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared material compliance with applicable legal and accounting requirements and in accordance with IFRSsound business practices, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlessuch records accurately reflect, procedures, policies and methods consistent in all material respects with those used respects, all transactions in the preparation respect of conduct of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsBusiness. (c) Except as set forth in Section 5.6(c) The system of internal controls over financial reporting of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever Seller is designed to provide reasonable assurance (whether accrued, known or unknown, absolute, contingent or otherwisei) that would be required transactions are recorded as necessary to be reflected on a balance sheet permit preparation of the Purchaser Business prepared financial statements in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial StatementsGAAP, (ii) Liabilities incurred subsequent to that transactions are executed only in accordance with the Balance Sheet Date in the ordinary course authorization of business, management and (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital regarding prevention or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out timely detection of the transactions contemplated herebyunauthorized acquisition, (v) Liabilities disclosed use or set forth in disposition of the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in assets of the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(a) of Set forth in the Purchaser Parent Disclosure Letter contains copies of Statement are (i) the unaudited audited balance sheet of Purchaser Business Freedom as of September 30, 2018, June 30, 2018 and March December 31, 2018 2006 and the related audited statements of operations, stockholders’ equity and cash flows for the period ended December 31, 2006 (the “Purchaser Working Capital Freedom Audited Financial Statements”) and (ii) the audited unaudited balance sheet of the Purchaser Business Freedom as of December March 31, 2017, December 2007 (the “March 31, 2016, and December 31, 2015, 2007 Freedom Balance Sheet”) and the related audited income statement statements of operations, stockholder’ equity and cash flows for the years three month period ended December March 31, 2017, December 31, 2016 and December 31, 2015 2007 (the “Audited Purchaser Freedom Interim Financial Statements”) (the foregoing clauses (i) ” and (ii) collectively, with the Freedom Audited Financial Statements and together with any the notes thereto, to each of them are the “Purchaser Freedom Financial Statements”). Except as disclosed in the Disclosure Statement, the Freedom Financial Statements have been prepared from and in accordance with the books, accounts and financial records of Freedom and its Subsidiaries (which accurately and consistently reflect all material transactions to which Freedom and its Subsidiaries were parties during the periods set forth) and present fairly, in all material respects, in conformity with GAAP applied on a consistent basis, the financial position of Freedom and its Subsidiaries as of the dates set forth therein and their results of operations and cash flows for the periods set forth therein. Freedom has established adequate internal controls for companies whose securities are listed on the American Stock Exchange for purposes of preparing its periodic financial statements and the Freedom Financial Statements. (b) Except as Freedom has no Liabilities of any kind or character, except for Liabilities (i) disclosed in the Disclosure Statement, (ii) in the amounts set forth in Section 5.6(bor reserved on the March 31, 2007 Freedom Balance Sheet or the notes thereto, including contingent liabilities expressly set forth therein, (iii) of the Purchaser Parent Disclosure Letter or as noted arising in the Audited Purchaser Financial Statementsordinary course of business consistent with past practices since March 31, 2007, (iv) Liabilities under this Agreement or the Audited Purchaser Financial Statements were prepared other Transaction Documents or expressly permitted to be incurred under this Agreement or the other Transaction Documents or, disclosed in accordance with IFRSthis Agreement or the other Transaction Documents or the Schedules and Exhibits to this Agreement or the Disclosure Statement or the other Transaction Documents, on or (v) Liabilities that would not have a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsFreedom Material Adverse Effect. (c) Except Buyers do not now conduct and have never conducted any business or operations and have not engaged in any other material transaction other than valuation and pursuit of transactions such as the Transaction, the Transaction and as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent Freedom SEC Reports filed prior to the Balance Sheet Date in the ordinary course date of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessthis Agreement.

Financial Information. (a) Section 5.6(a3.06(a) of the Purchaser Parent Disclosure Letter contains Schedule sets forth true, correct and complete copies of (i) the unaudited audited consolidated financial statements (consisting of the balance sheet and the related statements of Purchaser Business as income) of September 30Xxxxxxx Xxxxxxxxxxx, 2018Ltd. and the audited financial statements (consisting of the balance sheet and the related statements of income) Validus Reinsurance (Switzerland) Ltd. (each such entity, June 30together with any other Company Group Entity in the business of actively assuming, 2018 by way of reinsurance, insurance or reinsurance risks on its paper, a “Reinsurance Entity”), in each case, for the financial year ending on December 31, 2022 (the “Audited Financial Statements”), and the unaudited financial statements (consisting of the balance sheet and the related statements of income) of each of the Reinsurance Entities, for the fiscal quarter ending on March 31, 2018 2023 (the “Purchaser Working Capital Interim RE Financial Statements”), (ii) the unaudited financial statements (consisting of the balance sheet and the related statements of income) of (x) Validus Holdings and its subsidiaries (on a consolidated basis) and (y) Validus Specialty and its subsidiaries (on a consolidated basis), in each case, for the financial year ending on December 31, 2022 (the “Unaudited Financial Statements”), and the financial quarter ending on March 31, 2023 (the “Interim Non-RE Financial Statements”, and together with the Interim RE Financial Statements, the “Interim Financial Statements”) and (iiiii) the audited pro forma unaudited financial statements (consisting of the balance sheet and related statements of income) of Validus Specialty and its subsidiaries (on a consolidated basis) in each case after giving effect to Parent Restructuring Transactions for the Purchaser Business as of financial year ending December 31, 2017, December 2022 and the financial quarter ending on March 31, 20162023 (the “Pro Forma Financial Statements” and together with the Audited Financial Statements, and December 31, 2015the Unaudited Financial Statements, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Interim Financial Statements”) (the foregoing clauses (i) and (ii) , collectively, and together with any notes thereto, the “Purchaser Financial Statements”). The Financial Statements were derived from and prepared in accordance with the books and records of the applicable Company Group Entities. (b) Except The Audited Financial Statements (except as expressly set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser such Financial Statements) have been prepared, the Audited Purchaser Financial Statements were prepared in all material respects, in accordance with IFRSGAAP on a consistent basis throughout the periods presented (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of Xxxxxxx Xxxxxxxxxxx, Ltd. and Validus Reinsurance (Switzerland) Ltd. as and at December 31, 2022 and the results of operations for the twelve month periods then ended, in accordance with GAAP, on a consistent basis throughout the periods presented (except as may be indicated in the notes thereto). The Unaudited Financial Statements (except as expressly set forth in such Financial Statements) have been prepared, in all material respects, in accordance with GAAP, as applied on a consistent basis throughout the periods presented (except for the absence of certain footnote disclosures and for normal and recurring year-end audit adjustments) and fairly present in all material respects the financial position of Validus Holdings (on a consolidated basis) and Validus Specialty (on a consolidated basis), as applicable as and at December 31, 2022 and March 31, 2023 and their respective results of operations for the twelve (12) month period and three (3) month period then ended, respectively, in accordance with GAAP, and the Transaction Accounting Principles, each period as applied on a consistent basis throughout the periods presented (except for the absence of certain footnote disclosures and for normal and recurring year-end audit adjustments). The Pro Forma Financial Statements have been prepared, in all material respects, in accordance with the Transaction Accounting Principles and fairly present a true in all material respects the financial position and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business Validus Specialty as at December 31, 2022 and March 31, 2023 and for the periods indicated. The Purchaser Working Capital Statements were prepared using principlestwelve month and three (3) month period then ended, proceduresrespectively, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsafter giving effect to Parent Restructuring Transactions. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure LetterSince January 1, 2021, each Reinsurance Entity has filed or submitted all statutory financial statements, together with any exhibits, schedules and notes thereto (collectively, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued“Statutory Statements”), known or unknown, absolute, contingent or otherwise) that would be required to be reflected filed with or submitted to the appropriate insurance regulatory authorities of each jurisdiction in which such Reinsurance Entity is licensed or authorized on a balance sheet of the Purchaser Business prepared in accordance with IFRSforms prescribed or permitted by such insurance regulatory authority, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent such failures to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital file or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which submit that would not, individually or in the aggregate, reasonably be materially adverse expected to Purchaser have a Company Material Adverse Effect. Parent has Made Available to the Acquiror true and complete copies of the Statutory Statements for each quarterly and annual period from January 1, 2021, to the date hereof, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority. The Statutory Statements have been prepared in all material respects in accordance with the Applicable SAP consistently applied throughout the periods covered thereby, were derived from the books and records of the applicable Reinsurance Entity and present fairly in all material respects the statutory financial position of such Reinsurance Entity as of the respective dates thereof and the results of operations(or stockholders’ equity, as applicable) of such Reinsurance Entity for the respective periods then ended (subject, in the case of the unaudited Statutory Statements, to normal year-end adjustments). The Statutory Statements complied in all material respects with all applicable Laws when filed or submitted, and no material violation or deficiency has been asserted by any Governmental Authority with respect to any of the Statutory Statements that has not been cured or otherwise resolved to the satisfaction of such Governmental Authority. The statutory balance sheets and income statements included in the annual Statutory Statements have been audited by the Company Group Entity’s independent auditors, and the audit opinions Made Available to the Acquiror are true and complete. Except as indicated therein, the admitted assets that are reflected on the Statutory Statements comply in all material respects with all applicable Laws with respect to admitted assets and are in an amount at least equal to the minimum amount required by applicable Laws. Except as set forth in Section 3.06(c) of the Parent Disclosure Schedule, no Reinsurance Entity has obtained any permitted accounting practice from any insurance regulatory authority that is currently in effect or was in effect at any time since January 1, 2021, and the Statutory Statements were not prepared on the basis of any permitted accounting practice. (d) Parent has implemented and maintains, with respect to the Company Group Entities, a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements and the Statutory Statements for external purposes in accordance with GAAP, the Applicable SAP, applicable Law or accounting standards to the extent applicable to such entity, including the following: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, Applicable SAP, applicable Law or accounting standards to the extent applicable to such entity; and (iii) access to and disposition of assets is permitted only in accordance with management’s general or specific authorization. Since January 1, 2021, there have been no disputes between any Company Group Entity and its external auditor. Since January 1, 2021, there has been no material weakness or significant deficiency in any Company Group Entity’s internal control over financial reporting that remains unremediated. (e) The books and records of each Company Group Entity have been maintained in all material respects in accordance with applicable Law and sound business practices. (f) Section 3.06(f) of Parent Disclosure Schedule sets forth a true and complete list of all outstanding Indebtedness of the Company Group Entities (other than Indebtedness between the Company Group Entities) as of the date hereof having an outstanding principal amount in excess of ten million dollars ($10,000,000). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Company Group Entities is in default, and no waiver of default is presently in effect, in respect of the payment of any principal or interest on any such Indebtedness referred to in the previous sentence. (g) The insurance loss reserves contained or reflected in the financial statements delivered pursuant to this Section 3.06, except as otherwise noted in such financial statements and notes thereto, (i) have been computed in all material respects in accordance with generally accepted actuarial standards consistently applied; (ii) are fairly stated, in all material respects, in accordance with sound actuarial principles as of the date of such financial statements and (iii) were determined, in all material respects, in accordance with GAAP or the Purchaser BusinessApplicable SAP, consistently applied, and all applicable requirements of Law. (h) Parent has Made Available to the Acquiror a true and complete copy of the actuarial report prepared by Xxxxxxxx, Inc. (the “Actuarial Firm”) with respect to the business of the Company Group Entities titled “Xxxxxxx Xxxxxxxxxxx, Ltd. Analysis of Unpaid Claim Liabilities as of December 31, 2022” and dated as of May 2, 2023, and all attachments, addenda, supplements and modifications thereto as of the date hereof (collectively, the “Actuarial Reports”). The historical financial and actuarial information and data furnished by Parent and its Affiliates in writing to the Actuarial Firm expressly in connection with the preparation of the Actuarial Reports were (i) obtained from the books and records of the Company Group Entities, (ii) generated from the same underlying sources and systems that were utilized by Parent or its applicable Affiliates to prepare the Statutory Statements for the year ended December 31, 2022 to the extent applicable and (iii) true and complete in all material respects for the periods covered in such reports as of the date delivered. The Actuarial Firm has not issued to Parent or any of its Affiliates any written revised Actuarial Reports as of the date hereof, nor has the Actuarial Firm notified Parent or any of its Affiliates that the Actuarial Reports are inaccurate in any material respect. (i) Section 5.11(b)(i) and 5.11(b)(ii) of the Parent Disclosure Schedule contains a true, correct and complete list as of the date hereof of (i) all outstanding letters of credit, surety bonds, performance bonds, letters of comfort, and similar instruments (whether outstanding as of the date hereof or on or after the date hereof, “Letters of Credit”) which Letters of Credit are outstanding as of the date hereof, specifying in each case the face or balance amount thereof, the issuer thereof, and the beneficiary thereof and (ii) all outstanding guarantees, indemnities, sureties and other credit support or assurances(the “Business Guarantees”), which Business Guarantees are in effect as of the date hereof, along with true, correct and complete copies thereof, in the case of each of clauses (i) and (ii) as are provided by Parent or any of its Affiliates (other than any of the Company Group Entities) in support of the Company Group Entities or the business of the Company Group Entities.

Financial Information. (a) Section 5.6(a) 4.1 All financial records required to be maintained by the Company Group have been properly maintained and constitute an accurate record of all matters which ought to appear in them and, where required by Applicable Law, have been duly filed with the Purchaser Parent Disclosure Letter contains copies of (i) relevant Governmental Authority. The Company Group has complied with applicable statutory accounting requirements including the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 requirements with respect to accounting for Taxes. 4.2 The Audited Accounts and the March 31, 2018 (2022 Audited Accounts: 4.2.1 were, and will be, prepared from the “Purchaser Working Capital Statements”) books and (ii) the audited balance sheet records of the Purchaser Business as of December 31, 2017, December 31, 2016Company Group; 4.2.2 have been, and December 31will be, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRSInd AS, on consistently applied through the periods presented; 4.2.3 have been, and will be, audited by a consistent basis for each period presented statutory auditor who has rendered an auditor’s certificate without qualification; 4.2.4 show, and present will show, a true and fair view of the consolidated assets and liabilities (x) the state of affairs including contingent or disputes liabilities), profits or losses, and cash flows of the Purchaser Business Company Group as at the date thereof and for the respective periods indicated therein; and 4.2.5 comply, and will comply, with the requirements of Applicable Law and (if applicable) have been duly filed with the relevant Governmental Authority in accordance with Applicable Law. 4.3 The Proforma Income Statement attached hereto as Schedule 15 was prepared from the books and records of Sanmina on a stand-alone basis and reflect management’s good faith estimate of the dates therein specified and (y) the Company Group’s financial results of operations of the Purchaser Business for the periods indicatedreflected therein on a proforma basis after giving effect to the Revised Buy-Sell Arrangement as contemplated by Clause 4.4.5 of this Agreement and after excluding certain corporate operating expense allocations identified therein. The Purchaser Working Capital Statements were Proforma Income Statement is prepared using principleson basis of GAAP; provided, procedureshowever, policies it does not include annual adjustments, it may not conform to ASC606, and methods consistent does not include stock based compensation expense related to RSUs of Sanmina held by Company employees. 4.4 The Pre-Closing Interim Period Income Statement and Balance Sheet will be prepared in all material respects with those used good faith from the books and records of Sanmina. The Pre-Closing Interim Period Income Statement and Balance Sheet will be prepared on basis of GAAP; provided, however, it will not include annual adjustments, it may not conform to ASC606, and will not include stock based compensation expense related to RSUs held by Company employees. The Pre-Closing Interim Period Income Statement and Balance Sheet will not reflect the elimination of the buy sell model or any other proforma adjustments made in the preparation Proforma Income Statement. 4.5 No written notice or allegation has been received that the Audited Accounts are incorrect or should be rectified. 4.6 Appendix A of the balance sheet Disclosure Letter sets forth a true and complete copy of the Purchaser Business Audited Accounts and the March 31, 2022 Audited Accounts (when delivered, which delivery shall not be deemed to be a Draft Update or a Unilateral Disclosure). 4.7 The debts owing to the Company Group have been realized or will be realized in the Ordinary Course of Business, in terms of their nominal amounts plus any accrued interest, as of the Balance Sheet Date may be applicable, less any provisions for bad and doubtful debts as included in the Audited Purchaser Financial StatementsAccounts. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness 4.8 There are no liabilities or other Liabilities obligations of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent contingent, disputed or otherwiseotherwise and including financial lease commitments and pension liabilities) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for Company Group other than liabilities and obligations that (i) Liabilities accrued forare disclosed in, reflected on, disclosed and/or on or reserved against on in the Purchaser Financial Statements, Audited Accounts or the notes thereto (other than those discharged or paid in full prior to the date of this Agreement); or (ii) Liabilities were incurred subsequent to since the Balance Sheet Accounts Date in the ordinary course Ordinary Course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out Business of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter Company Group consistent with past practice and (vi) Liabilities which would are not, individually or in the aggregate, be materially adverse material to Purchaser the Company and have been disclosed in, reflected in or reserved against in the March 31, 2022 Audited Accounts or the Purchaser Businessnotes thereto. 4.9 The Company Group does not have any off-balance sheet liabilities or obligations of any nature. 4.10 No change has been made to the accounting policies or to any other accounting treatment of the Company Group since the Accounts Date, except as required under Applicable Law. 4.11 The results shown in the Audited Accounts and/or the March 31, 2022 Audited Accounts were not (except as therein disclosed) affected by any extraordinary or exceptional item or by any other factor rendering such results for all or any of such periods unusually high or low. 4.12 The Company Group has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that: (i) all transactions are executed in accordance with management’s general or specific authorization; (ii) all transactions are recorded as necessary to permit the accurate preparation of Financial Statements in conformity with Ind AS and to maintain proper accountability for items; (iii) access to their property and Assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Information. (a) Seller has provided Purchaser with the audited adjusted financial information relating to the Business set forth in Part I of Section 5.6(a) 3.04 of the Purchaser Parent Seller Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 Schedule (the “Audited Purchaser Financial StatementsInformation”). The Audited Financial Information is accurate and complete in all material respects and has been prepared in good faith on the bases described therein using the financial books and records maintained by Seller for the Business, in each case as of the dates and for the periods presented therein and except as otherwise described in Part II of Section 3.04 of the Seller Disclosure Schedule. The Audited Financial Information (a) (the foregoing clauses (i) has been prepared in accordance with US GAAP and (iib) collectivelyfairly presents, and together with any notes theretoin all material respects, the “Purchaser financial condition of the Business as of the date thereof and the operating results of the Business for the periods covered thereby. The Audited Financial Statements”)Information reflects the historical operation of the Business (including the Overhead and Shared Services and the Excluded Assets) for the periods specified therein. (b) Except as Seller has provided Purchaser with the unaudited adjusted financial information relating to the Business set forth in Part III of Section 5.6(b) 3.04 of the Purchaser Parent Seller Disclosure Letter or as noted in Schedule (the “Unaudited Financial Information” and, together with the Audited Purchaser Financial StatementsInformation, the Audited Purchaser “Financial Statements were Information”). The Unaudited Financial Information has been prepared in good faith on the bases described therein using the financial books and records maintained by Seller for the Business and represents Seller’s good faith estimate of the balance sheet accounts and results of operations data set forth therein for the Business as if the Business had been held and operated on a stand-alone basis, in each case as of the dates and for the periods presented therein and except as otherwise described in Part IV of Section 3.04 of the Seller Disclosure Schedule. The Unaudited Financial Information (a) has been prepared in accordance with IFRSUS GAAP, on a consistent basis for each period presented consistently applied, and present a true and fair view of (xb) fairly presents, in all material respects, the state of affairs financial condition of the Purchaser Business as of the dates therein specified date thereof and (y) the operating results of operations of the Purchaser Business for the periods indicatedcovered thereby, subject to the following qualifications: (i) the absence of footnote disclosure, (ii) the absence of changes resulting from customary year-end adjustments, (iii) the absence of adjustments to the fair value of assets and any goodwill impairment that may result from the application of Statement of Financial Accounting Standards (“SFAS”) No. The Purchaser Working Capital Statements were prepared using principles157, procedures“Fair Value Measurements” and SFAS No. 142, policies “Goodwill and methods consistent in all material respects with those used in Other Intangible Assets”, (iv) the preparation fact that allocations for costs related to the Business (including Overhead and Shared Services) are preliminary and may be subject to further adjustment, (v) the absence of provision for Taxes and (vi) the balance sheet absence of remeasurement of deferred Tax assets and income Taxes payable subsequent to the Purchaser Business as of the Balance Sheet Date last period end date included in the Audited Purchaser Financial StatementsInformation. The Unaudited Financial Information reflects the historical operation of the Business (including the Overhead and Shared Services and the Excluded Assets) for the periods specified therein. (c) Except as set forth in on Section 5.6(c) 3.04 of the Purchaser Parent Seller Disclosure LetterSchedule, the Purchaser Business does Assumed Liabilities do not have include any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) Liability that would be have been required by US GAAP to be reflected on in, reserved against, or otherwise described in a balance sheet of the Purchaser Business prepared in accordance with IFRSon a stand alone basis as of the Closing Date, except for other than Liabilities (i) Liabilities accrued forthat were incurred after December 31, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date 2007 in the ordinary course of business (excluding liability for breach of contract, infringement, or tort) and would not have a Material Adverse Effect or (ii) that were disclosed or reserved against in the Financial Information. (d) The Assets do not include (i) any, or any agreement to acquire, equity securities or other securities of any Person or any direct or indirect equity or ownership interest in any other business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (viii) Liabilities which would notany obligations to repurchase, individually redeem or in the aggregate, be materially adverse to Purchaser otherwise acquire any capital stock or the Purchaser Businessother securities of any Person.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of The (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement business segment information --------------------- for the Frontier LEC Business (identified as "Local Communications Services") (x) for the three fiscal years ended December 31, 20171996, 1997 and 1998 included in the audited consolidated financial statements of GCNA (formerly named Frontier Corporation) incorporated by reference in GCNA's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 1998 and (y) for the three-month periods and nine-month periods ended September 30, 1998 and 1999 included in the unaudited consolidated financial statements of GCNA included in GCNA's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999; (ii) segment financial data for the Frontier LEC Business (identified as "Incumbent Local Exchange Carrier Services") set forth in Note 19 to the audited consolidated financial statements of Global included in Global's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 1999; and (iii) business segment information for the “Audited Purchaser Financial Statements”Frontier LEC Business (identified as "Incumbent Local Exchange Carrier Services") for the three-month period ended March 31, 2000 included in the unaudited consolidated financial statements of Global included in Global's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2000 (in each case subject to the foregoing clauses information set forth in the notes to such financial statements) fairly state in all material respects in relation to the basic financial statements taken as a whole the financial information or data set forth therein (isubject, in the case of unaudited interim financial statements, to normal year-end adjustments) and have been prepared in conformity with GAAP applied on a consistent basis (ii) collectively, and together with any except as may be indicated in the notes thereto, the “Purchaser Financial Statements”to such financial statements). (b) Except The Sellers have furnished to the Buyer the financial statements of certain of the Companies and Company Subsidiaries contained in filings with PUCs under applicable regulatory Laws as set forth listed in Section 5.6(b) 2.6 of the Purchaser Parent Disclosure Letter or as noted in Schedule (the Audited Purchaser "Regulatory Financial Statements, the Audited Purchaser "). The Regulatory Financial Statements were have been prepared based on the books and records of the relevant Company or Company Subsidiary in all material respects. Such books and records have been maintained in all material respects in accordance with IFRSthe Uniform System of Accounts, GAAP and, where required by Law, the applicable regulations of the FCC and relevant PUCs; however, because each such Company or Company Subsidiary represents only a portion of a larger entity, the Regulatory Financial Statements are based on the extensive use of estimates and allocations. The Sellers believe that these estimates and allocations have been performed on a consistent reasonable basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation Uniform System of Accounts, GAAP and, where required by Law, the applicable regulations of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsFCC and relevant PUCs. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(a) Prior to the date hereof, UCFI has delivered to CryoLife true, correct and complete copies of the Purchaser Parent Disclosure Letter contains copies audited balance sheets of (i) the unaudited balance sheet of Purchaser Business UCFI as of September 30, 2018, June 30, 2018 1996 and March 31June 30, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 20161995, and December 31audited income statements for the fiscal years then ended (collectively, 2015, the "Historical Financials"). All such Historical Financials (including any related notes and schedules) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and fairly present the financial condition of UCFI at the respective dates thereof and the related audited income statement results of its operations for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)periods then ended. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial StatementsThe Interim Financials, the Audited Purchaser Financial Statements were when delivered, will have been prepared in accordance with IFRSgenerally accepted accounting principles consistently applied throughout the periods involved (except for the absence of footnotes and normal year-end adjustments) and will show all liabilities, on a consistent basis for each period presented direct and contingent, of UCFI required at the time of preparation to be shown in accordance with such principles. The balance sheet included in the Interim Financials, when delivered, will fairly present a true and fair view the financial condition of (x) the state of affairs of the Purchaser Business UCFI as of the dates therein specified date thereof, and (y) the income statement included in the Interim Financials, when delivered, will fairly present the results of the operations of the Purchaser Business UCFI for the periods period indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date income statement included in the Audited Purchaser Financial StatementsInterim Financials, when delivered, will not contain any material items of special or non-recurring income or any other income not earned in the ordinary course of UCFI's business. (c) Except as set forth in Section 5.6(c) On the date hereof, there are no liabilities or obligations of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities UCFI of any nature or kind whatsoever (nature, whether liquidated, unliquidated, accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, otherwise except for those (i) Liabilities accrued for, that will be specifically reflected on, disclosed and/or or reserved against on as to amount in the Purchaser Financial Statementsbalance sheets contained in the Historical Financials, (ii) Liabilities incurred subsequent to the Balance Sheet Date that arise thereafter in the ordinary course of business, and (iii) Liabilities taken into account that are specifically set forth on Schedule 4.7 attached hereto; and at the Closing, there will be no liabilities or obligations of UCFI of any nature, whether liquidated, unliquidated, accrued, absolute, contingent or otherwise except for those (A) that will be specifically reflected or reserved against as to amount in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cashbalance sheet contained in the Interim Financials, (ivB) Liabilities incurred that arise after the date of such balance sheet in connection with the ordinary course of business or arising out of the transactions contemplated hereby, (vC) Liabilities disclosed or that are specifically set forth in on Schedule 4.7. (d) UCFI has not been during the Purchaser Disclosure Letter 12 months immediately preceding the execution of this Agreement, insolvent within the meaning of 11 U.S.C. Section 101(31). UCFI has and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessis paying its debts as they become due.

Financial Information. UPC Broadband shall supply to the Facility Agent in sufficient copies for all the Lenders: (a) Section 5.6(a) as soon as the same are available (and in any event within 150 days of the Purchaser Parent Disclosure Letter contains copies end of (ieach of its financial years) the unaudited balance sheet audited consolidated financial statements of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement UPC Broadband Holdco for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”).that financial year; (b) Except as set forth soon as the same are available (and, in Section 5.6(bany event, (in the case of its first three financial quarters in any financial year) within 60 days of the Purchaser Parent Disclosure Letter or as noted end of each of its financial quarters and (in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared case of its fourth financial quarter in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (xfinancial year) the state of affairs within 150 days of the Purchaser Business as end of the dates therein specified and (y) the results each such financial quarter), unaudited quarterly consolidated management accounts of operations of the Purchaser Business UPC Broadband Holdco for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used that financial quarter in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements.agreed form; (c) Except by no later than 60 days after the last day of each of its financial years, an annual budget for the Distribution Business of the Borrower Group in the agreed form for the immediately following financial year; (d) together with any financial statements specified in paragraphs (a) or (b) above, a certificate signed by a director of UPC Broadband: (i) confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it; (ii) setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set forth out in Section 5.6(cClause 17 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31st December, 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares); (iv) certifying current compliance with the Borrowers' obligations under Clause 7.6(a)(i) (Prepayment from disposal proceeds); and (v) certifying compliance with Clause 16.11(a) (Acquisitions and mergers); (e) as soon as the same is available (and in any event within 90 days after each of its financial quarters) the consolidated financial statements of UGC. for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC. is required to file with the Commission under the United States Securities Exchange Act of 0000 (xxx 0000 Xxx) or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (f) as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC. for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC. is required to file with the Commission under the 1934 Act or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (g) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Security Interest referred to in paragraph (i) of the Purchaser Parent Disclosure Letterdefinition of "Permitted Security Interest" or any other form of recourse as contemplated by Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness); and (h) details of the principal terms (including without limitation, details of the notional amount, the Purchaser Business does not have any Indebtedness or other Liabilities termination date and applicable rates) of any nature Senior Hedging Agreements or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required High Yield Hedging Agreements to be reflected on a balance sheet which any member of the Purchaser Borrower Group is a party within five Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course Days of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital any Senior Hedging Agreement or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessHigh Yield Hedging Agreement being entered into.

Financial Information. (a) Attached as Section 5.6(a) 3.04 of the Purchaser Parent Disclosure Letter contains copies of Schedule are (i) the unaudited balance sheet pro-forma statement of Purchaser net assets of the DCB Business as at September 27, 2013 and the related unaudited pro-forma statement of operations for the fiscal year ended September 3027, 2018, June 30, 2018 and March 31, 2018 2013 (the “Purchaser Working Capital Annual Pro-Forma Financial Statements”) and (ii) the audited balance sheet unaudited pro-forma statement of net assets of the Purchaser DCB Business (the “Interim Net Assets Statement”) as of December 31at June 27, 2017, December 31, 2016, and December 31, 2015, 2014 (the “Net Assets Statement Date”) and the related audited income unaudited pro-forma statement of operations of the DCB Business for the years nine (9) months ended December 31, 2017, December 31, 2016 and December 31, 2015 on the Net Assets Statement Date (together with the “Audited Purchaser Annual Pro-Forma Financial Statements”) (the foregoing clauses (i) and (ii) , collectively, and together with any notes thereto, the “Purchaser Pro-Forma Financial Statements”). The Pro-Forma Financial Statements, except as described therein or in Section 3.04 of the Disclosure Schedule, and except for the absence of footnotes, have been prepared in accordance with GAAP consistently followed throughout the periods indicated. The Pro-Forma Financial Statements fairly present, in all material respects, the financial position of the DCB Business at the respective dates thereof and the results of the operations of the DCB Business for the respective periods covered thereby. (b) Except as set forth in Section 5.6(b) Seller has no Liabilities with respect to the DCB Business of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRSGAAP, except for (i) Liabilities accrued for, those which are adequately reflected on, disclosed and/or or reserved against on in the Purchaser Financial StatementsInterim Net Assets Statement as of the Net Assets Statement Date (or referred to in the notes thereto), (ii) Liabilities those which have been incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in business consistent with past practice since the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter Assets Statement Date and (vi) Liabilities which would are not, individually or in the aggregate, be materially adverse to Purchaser or material in amount, (iii) Liabilities under an executory portion of a contract (excluding Liabilities for breach, non-performance of default) and (iv) Liabilities disclosed on the Purchaser BusinessDisclosure Schedule.

Financial Information. UPC Broadband shall supply to the Facility Agent in sufficient copies for all the Lenders: (a) Section 5.6(a) as soon as the same are available (and in any event within 150 days of the Purchaser Parent Disclosure Letter contains copies end of (ieach of its financial years) the unaudited balance sheet audited consolidated financial statements of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement UPC Broadband Holdco for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”).that financial year; (b) Except as set forth soon as the same are available (and, in Section 5.6(bany event, (in the case of its first three financial quarters in any financial year) within 60 days of the Purchaser Parent Disclosure Letter or as noted end of each of its financial quarters and (in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared case of its fourth financial quarter in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (xfinancial year) the state of affairs within 150 days of the Purchaser Business as end of the dates therein specified and (y) the results each such financial quarter), unaudited quarterly consolidated management accounts of operations of the Purchaser Business UPC Broadband Holdco for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used that financial quarter in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements.agreed form; (c) Except together with any financial statements specified in paragraphs (a) or (b) above, a certificate signed by a director of UPC Broadband: (i) confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it; (ii) setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set forth out in Section 5.6(cClause 24 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31 December 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 14.5 (Mandatory prepayment from Excess Cash Flow and Relevant Convertible Preference Shares); (iv) certifying current compliance with the Borrowers’ obligations under Clause 14.6(a) (Mandatory prepayment from disposal proceeds); and (v) certifying compliance with Clause 23.11(a) (Acquisitions and mergers); (d) as soon as the same is available (and in any event within 90 days after each of its financial quarters) the consolidated financial statements of UGC. for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC. is required to file with the Commission under the United States Securities Exchange Act of 0000 (xxx 0000 Xxx) or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (e) as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC. for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC. is required to file with the Commission under the 1934 Act or, if UGC. is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC.; (f) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Security Interest referred to in paragraph (i) of the Purchaser Parent Disclosure Letterdefinition of Permitted Security Interest or any other form of recourse as contemplated by Clause 23.12(b)(xii) (Restrictions on Financial Indebtedness); and (g) details of the principal terms (including without limitation, details of the notional amount, the Purchaser Business does not have any Indebtedness or other Liabilities termination date and applicable rates) of any nature Senior Hedging Agreements or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required High Yield Hedging Agreements to be reflected on a balance sheet which any member of the Purchaser Borrower Group is a party within five Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course Days of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital any Senior Hedging Agreement or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessHigh Yield Hedging Agreement being entered into.

Financial Information. The Lead Arrangers and the Lenders shall have received (ai) Section 5.6(aaudited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Purchaser Parent Disclosure Letter contains copies Recapitalized Business ended prior to the Closing Date, (ii) unaudited consolidated financial statements of ACNA for the quarterly periods ended March 31, 2006 and June 30, 2006, and unaudited consolidated financial statements of the Recapitalized Business (iwith RSC as the reporting entity) for the unaudited balance sheet of Purchaser Business as of quarterly period ended September 30, 20182006, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”iii) and (ii) the audited a pro forma consolidated balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Recapitalized Business as of the dates therein specified date of the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and (y) the results a pro forma statement of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesmost recent Fiscal Year, proceduresinterim period and 12-month period ending on the last day of such interim period, policies in each case adjusted to give effect to the Transaction, and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) transactions that would be required to be reflected given pro forma effect by Regulation S-X for a Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in reasonable detail, that the total consolidated indebtedness of the Recapitalized Business and its subsidiaries consisting of indebtedness for borrowed money (including purchase money indebtedness) and capital leases (determined on a balance sheet pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the Purchaser Recapitalized Business prepared in accordance with IFRS, except (calculated subject to the Closing Date adjustments set forth on Schedule 6.1(e) hereto) for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against the 12-month period ending on the Purchaser Financial Statements, last day of the fiscal quarter ending no more than forty-five (ii45) Liabilities incurred subsequent days prior to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net CashDate, (iv) Liabilities incurred in connection with or arising out interim financial statements of the transactions contemplated hereby, Recapitalized Business (with RSC as the reporting entity) for each month ended after the date of the last available quarterly financial statements and at least thirty (30) days prior to the Closing Date and (v) Liabilities disclosed or set forth in detailed projected consolidated financial statements of the Purchaser Disclosure Letter Recapitalized Business for the five Fiscal Years ending after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of the Parent Borrower and its Subsidiaries after giving effect to the Transaction and the related financing thereof and (viy) Liabilities which would not, individually or in be prepared and approved by the aggregate, be materially adverse to Purchaser or the Purchaser BusinessParent Borrower.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains Seller has previously delivered or made available to Buyer copies of (i) the unaudited consolidated balance sheet of Purchaser Business the Company as of September 30, 2018, June 30, 2018 and March December 31, 2018 (2009 and the “Purchaser Working Capital Statements”) related statement of income for the year then ended, and (ii) the audited unaudited consolidated balance sheet of the Purchaser Business Company as of December 31June 30, 2017, December 31, 2016, and December 31, 2015, 2010 and the related audited statement of income statement for the years six month period then ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Interim Financial Statements”). Except as set forth in Section 3.6(a) of the Disclosure Schedule, the foregoing financial statements (the “Financial Statements”) were prepared in accordance with IFRS applied on a consistent basis during the periods presented and fairly present in all material respects the financial position of the Company on a consolidated basis as of the dates thereof and the results of their operations for the periods then ended in conformity with IFRS (subject, in the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, case of the “Purchaser Interim Financial Statements”, to normal yearend adjustments). (b) Seller has previously delivered or made available to Buyer complete and correct copies of the statutory financial statements of each of the Insurance Subsidiaries, as filed with the applicable domestic regulator of such Insurance Subsidiary, in each case, for the year ended December 31, 2009 and for the three month period ended March 31, 2010 (the “Statutory Statements”). Except as otherwise specifically noted in the Statutory Statements or as set forth in Section 5.6(b3.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial StatementsSchedule, the Audited Purchaser Financial Statutory Statements were prepared present fairly, in all material respects, the respective statutory financial condition of the Insurance Subsidiaries at the respective dates thereof, and the statutory results of operations for the periods then ended, in accordance with IFRSSAP (subject, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet of the Purchaser Business as of the Balance Sheet Date any interim financial statements included in the Audited Purchaser Financial Statutory Statements, to normal year-end adjustments, and to the absence of footnotes. (c) Except (i) as set forth in the Financial Statements, the Statutory Statements or the SEC Reports, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since December 31, 2009, (iii) as set forth in Section 5.6(c3.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, Schedule and (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter for liabilities and (vi) Liabilities which obligations that would not, individually or in the aggregate, reasonably be materially adverse expected to Purchaser have a Company Material Adverse Effect, there are no liabilities or obligations of any of the Purchaser BusinessTransferred Companies of any nature of a type that would be required under IFRS to be reflected on a consolidated financial statement of the Company or that would be required under SAP to be reflected on a statutory statement of an Insurance Subsidiary, in each case as of the date hereof.

Financial Information. (a) Attached hereto to Section 5.6(a) 4.6 of the Purchaser Parent Disclosure Letter contains copies Schedule is a true and correct copy of the audited consolidated balance sheet of the Sellers and the PCA Subsidiaries as of January 29, 2006 and the unaudited consolidated balance sheet of the Sellers as of January 28, 2007 and the related statements of income, stockholders equity and cash flows for the periods then ended and the unaudited consolidated balance sheet of the Sellers and the PCA Subsidiaries as of March 4, 2007 (the “Interim Balance Sheet”) and the related statements of income, stockholders equity and cash flows for the five week period then ended (collectively, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, consistently applied, (ii) have been prepared in accordance with the Sellers’ historical practices, and (iii) fairly present the financial position and the results of operations of the Sellers and the PCA Subsidiaries as of the dates and for the periods indicated. Sellers will provide a true and correct copy of the audited consolidated balance sheet of the Sellers and the PCA Subsidiaries as of January 28, 2007 and the unaudited balance sheet of Purchaser Business as of September 30April 1, 2018, June 30, 2018 and March 31, 2018 2007 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business or as of December 31April 29, 20172007 if the Closing occurs on or after June 1, December 31, 2016, and December 31, 2015, 2007) and the related audited income statement statements of income, stockholders equity and cash flows for the years four week period then ended December 31(or four week period ended April 29, 20172007 if the Closing occurs on or after June 1, December 312007) for each as soon as they become available, 2016 and December 31but in any event, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)prior to Closing. (b) Except (1) as set forth in on Section 5.6(b) 4.6 of the Purchaser Parent Disclosure Letter Schedule and (2) the payment of a sale bonus as may be approved pursuant to the motion filed with the Bankruptcy Court, since January 28, 2007, there has not been any of the following: (i) any event, changes or as noted development resulting in, or that reasonably could be expected to result in, a Material Adverse Effect; (ii) any increase in the Audited Purchaser Financial Statementscompensation (including severance or termination pay) or benefits payable or to become payable to or on account of employees or others, or the Audited Purchaser Financial Statements were prepared payment of any bonus, except consistent with past practices and in accordance the ordinary course of business; (iii) any damage to, or destruction or loss of, a material asset, or any disposition , sale or transfer of assets, other than (A) sales of finished goods in the ordinary course of business on terms consistent with IFRS, on a consistent basis for each period presented past practice and present a true and fair view of (xB) the state sale of affairs PCA’s Hometown Threads division; (iv) any material change in the method of operation or practices of the Purchaser Business as Business, including any material change in the sales, shipping, invoicing, pricing, credit, collection or accounting practices; or (v) any agreement to take any of the dates therein specified and (y) the results of operations of the Purchaser Business foregoing actions, except for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsagreement to sell PCA’s Hometown Threads division. (c) Except as set forth reflected in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to Sellers have no liabilities concerning the Balance Sheet Date Assets and the Business other than immaterial liabilities arising in the ordinary course of business, (iii) Liabilities taken into account the Business that have not been disclosed to Buyer in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser this Agreement or the Purchaser BusinessDisclosure Schedule hereto and, to Sellers’ knowledge, there is no basis for any present or future action, suit, proceeding, investigation, charge, complaint, claim or demand against the Assets or the Business that would give rise to any undisclosed liabilities that have not been disclosed to Buyer in this Agreement or the Disclosure Schedule hereto.

Financial Information. (a) Section 5.6(a) The Company has heretofore delivered to the Buyer the Company’s unaudited compiled financial statements, consisting of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited a balance sheet and the related statements of Purchaser Business as of September 30income and retained earnings, 2018stockholders’ equity and cash flow, June 30at and for the fiscal year ended December 31, 2018 2017, and March at for the period ending May 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) . Except as set forth in Section 5.6(b) Schedule 3.5 of the Purchaser Parent Disclosure Letter or as noted in Schedules, (1) the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRSare on an accrual basis, are based on a consistent basis for each period presented the books and records of the Company, and present a true and fair view of (x) fairly in all material respects the state of affairs financial condition of the Purchaser Business Company as of the such dates therein specified and (y) the results of operations of the Purchaser Business Company for such periods, and (2) the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent Company has no liability that would result in all a material respects with those used in adverse impact to the preparation financial condition of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, Company except for (ia) Liabilities accrued for, liabilities reflected on, disclosed and/or reserved against on in the Purchaser Financial Statements, or (iib) Liabilities incurred subsequent to liabilities or obligations which have arisen since May 31, 2018 (the “Balance Sheet Date Date”) (i) in the ordinary course of business, or (iiiii) Liabilities taken into account under existing contracts and agreements, in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection each case which consistent with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter past practice and (vi) Liabilities which would are not, individually or in the aggregate, be materially adverse to Purchaser material in amount, or (c) liabilities or obligations set forth in Schedule 3.5 of the Disclosure Schedules. (b) The accounts receivable reflected on the May 31, 2018 Balance Sheet and the accounts receivable arising after the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the Purchaser Businessrendering of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of business consistent with past practice; and (c) subject to a reserve for bad debts shown on the May 31, 2018 Balance Sheet or, with respect to accounts receivable arising after the Balance Sheet Date, on the accounting records of the Company, are collectible in full within sixty (60) days after billing. The reserve for bad debts shown on the May 31, 2018 Balance Sheet or, with respect to accounts receivable arising after the May 31, 2018 Balance Sheet Date, on the accounting records of the Company have been consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

Financial Information. (a) Section 5.6(aAttached as Schedule 4.11(a) of the Purchaser Parent Disclosure Letter contains are copies of (i) the unaudited audited balance sheet sheets of Purchaser Business the Company as of September 30, 2018, June 30, 2018 and March December 31, 2018 2011, 2012 and 2013, and the related audited statements of income, stockholder’s equity and cash flows of the Company for the years then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditors (collectively referred to as, the “Purchaser Working Capital Company Audited Financial Statements”) and (ii) the audited unaudited interim balance sheet of the Purchaser Business Company as of September 30, 2014 (the “Interim Balance Sheet”), and the related statements of income and stockholder’s equity of the Company for the nine (9) months then ended (collectively referred to as the “Company Interim Financial Statements” and together with the Company Audited Financial Statements, the “Company Financial Statements”). The balance sheet of the Company as of December 31, 2017, December 31, 2016, and December 31, 2015, and 2013 included in the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (Company Audited Financial Statements is referred to herein as the “Audited Purchaser Financial StatementsCompany Balance Sheet”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) Each of the Purchaser Parent Disclosure Letter or as noted in the Company Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were and the Company Interim Financial Statements (i) has been prepared based on the books and records of the Company, (ii) has been prepared in accordance with IFRS, US GAAP applied on a consistent basis for each period presented and present a true and fair view of (x) throughout the state of affairs of the Purchaser Business as of the dates therein specified periods indicated and (yiii) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent fairly presents in all material respects with those used the consolidated financial position, results of operations, changes in the preparation stockholder’s equity and cash flows of the balance sheet of the Purchaser Business Company as of the Balance Sheet Date included respective dates thereof and for the respective periods indicated therein, subject, in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) case of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Company Interim Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter normal and (vi) Liabilities which would recurring year-end adjustments that will not, individually or in the aggregate, be materially adverse material and to Purchaser the absence of notes. (c) The Company has no material Liabilities, other than any material Liabilities (i) reflected or reserved against on the Purchaser BusinessInterim Balance Sheet, or (ii) incurred since the date of the Interim Balance Sheet in the ordinary course of business consistent with past practice. (d) The Company has devised and maintained internal accounting controls which, in the reasonable opinion of management, are sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization and (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with US GAAP applied in a manner reasonable and consistent with the Company’s audited financial statements and to maintain proper accountability for items. (e) The Company neither is nor has been required to file any registration statements, documents or other reports with the SEC or any state securities commissioner under applicable securities Laws, including under the Securities Act and the Exchange Act.

Financial Information. (a) Section 5.6(a) The Data Room contains the following financial statements and financial information of the Purchaser Parent Disclosure Letter contains copies of Company and its subsidiaries (collectively, the "Historical Financial Information"): (i) the unaudited balance sheets, income statements and statements of cash flow of the Company (including the accompanying schedules of balance sheet of Purchaser Business information and income statement information) as of September 30of, 2018, June 30, 2018 and March for the twelve (12) month periods ended December 31, 2018 (the “Purchaser Working Capital Statements”) 2020 and December 31, 2019; (ii) the audited an unaudited consolidated balance sheet of the Purchaser Business as Company (including the accompanying schedules of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business information) as of the Balance Sheet Date (the "Reference Balance Sheet"); and (iii) an unaudited consolidated income statement of the Company (including the accompanying schedules of income statement information) for the nine (9) month period ended on the Balance Sheet Date. (b) The Historical Financial Information is true, correct and complete in all material respects and fairly presents the financial position of the Company and its subsidiaries on a consolidated basis as of the respective dates thereof and the results of the operations of the Company and its subsidiaries and changes in financial position for the respective periods covered thereby. The financial statements included in the Audited Purchaser Historical Financial StatementsInformation have been prepared in accordance with the Company's historical accounting practices, applied on a consistent basis throughout the periods indicated, and are based on the information contained in the Books and Records of the Company. The Company has not changed any accounting policy or methodology during the periods presented in the Historical Financial Information (including the accounting policies and methodologies for calculating reserves, including reserves for uncollected accounts receivable). (c) Except as set Schedule 4.5(c) sets forth in Section 5.6(c) all Indebtedness of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected Company and its subsidiaries on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except consolidated basis. (d) Except for (i) Liabilities accrued forreflected in the Reference Balance Sheet, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, and (ii) Liabilities that were incurred subsequent to after the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out none of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would notwhich, individually or in the aggregate, is material in amount or results from or relates to any material breach of Contract or warranty, tort, infringement, or violation of Law, the Company does not have any Liabilities (whether or not required under GAAP to be materially adverse to Purchaser reflected on a balance sheet or the Purchaser Businessnotes thereto) of any nature, and there is no basis for any Proceeding with respect to any such Liability.

Financial Information. (a) Section 5.6(aSchedule 4.7(a) contains true, correct and complete copies of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited --------------- audited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet sheets of the Purchaser Business Company and its Subsidiaries as of December 31, 20171995, December 31, 2016, 1996 and December 31, 20151997 (each an "Audited Balance Sheet Date"), and the -------------------------- related audited income statement consolidated statements of operations and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31then ended, 2017including the footnotes thereto, December 31, 2016 and December 31, 2015 as audited by (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser report of their audit) Xxxxxx Xxxxxxxx LLP (all of foregoing being hereinafter collectively called the "Audited Financial Statements”").. ---------------------------- (b) Except as set forth in Section 5.6(bSchedule 4.7(b) contains true, correct and complete copies of the Purchaser Parent Disclosure Letter or --------------- unaudited consolidated balance sheets of the Company and its Subsidiaries as noted in of April 5, 1998 (the Audited Purchaser "Latest Balance Sheet") and the related unaudited -------------------- consolidated statements of operations and cash flows of the Company and its Subsidiaries for the year-to-date period then ended (all of foregoing being hereinafter collectively called the "Unaudited Financial Statements, "). ------------------------------ (c) The Audited Financial Statements and the Audited Purchaser Unaudited Financial Statements were prepared in accordance with IFRS, GAAP applied on a consistent basis for each period presented during the periods involved and present a true and fair view of (x) fairly present, in all material respects, the state of affairs consolidated financial position of the Purchaser Business Company and its Subsidiaries as of the dates therein specified thereof and (y) the results of its operations of the Purchaser Business and cash flows for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesthen ended, proceduressubject, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Unaudited Financial Statements. (c) , to normal year-end adjustments. Except as set forth on Schedule 4.7(c), --------------- liabilities set forth on the Latest Balance Sheet, and liabilities and obligations incurred in Section 5.6(c) the ordinary course of business consistent with past practice since the date of the Purchaser Parent Disclosure LetterLatest Balance Sheet (the "Latest Balance Sheet -------------------- Date"), neither the Purchaser Business does not have Company nor any Indebtedness or other of its Subsidiaries has any Liabilities of ---- any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a balance sheet or in the notes thereto. Management of the Purchaser Business prepared Company has no reason to believe that with respect to its and its Subsidiaries' long-lived assets and intangible assets which are subject to Financial Accounting Standards No. 121, as of December 31, 1997, the undiscounted future cash flows related to such assets did not exceed the carrying values thereof recorded as of such date, as required by GAAP. (d) Except as set forth in Schedule 4.7(d), all Indebtedness of the --------------- Company and each Subsidiary may be prepaid in whole or in part at any time and from time to time without premium or penalty. Schedule 4.7(d) sets forth a --------------- schedule of all such prepayment premiums and penalties. (e) Schedule 4.7(e) sets forth a true, correct and complete schedule of --------------- the consolidated Indebtedness owed, as of the date hereof, by the Company and its Subsidiaries to any third party (determined in accordance with IFRSGAAP consistently applied), except for which schedule shall (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on identify the Purchaser Financial Statementslender or lenders and the aggregate principal amount outstanding and interest in respect thereof, (ii) Liabilities incurred subsequent to set forth the Balance Sheet Date aggregate principal amount of Indebtedness owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(a) or the ordinary course net present value of business, all future lease payments owed in respect of each tractor or trailer (if applicable) set forth in Schedule 4.12(b) and (iii) Liabilities taken into set forth an amortization schedule of all future principal payments in respect of such Indebtedness and/or all future lease payments (identifying the portion attributable to financing in respect of the tractors and trailers and the portion attributable to other financing). (f) Schedule 4.7(f) sets forth a true, correct and complete summary of --------------- all consolidated accounts payable, accrued expenses and accounts receivable of the Company and its Subsidiaries as of the end of each of the three months ended immediately prior to the date hereof, which schedule shall set forth the name of the account debtor (in the Final Closing Statement, Final Purchaser Working Capital case of accounts receivable) or Final Purchaser Net Cash, account creditor (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter case of accounts payable and accrued expenses) and the amount owed by or owing to such account debtor or account creditor (vi) Liabilities which would notidentifying the portion of such amount that is current, individually or in the aggregate30, be materially adverse to Purchaser or the Purchaser Business60, 90 and more than 90 days past due).

Financial Information. The Lead Arrangers and the Lenders shall have received (ai) Section 5.6(aaudited consolidated financial statements of the Recapitalized Business (with RSC as the reporting entity) for the three Fiscal Years (two Fiscal Years, in the case of balance sheets) of the Purchaser Parent Disclosure Letter contains copies Recapitalized Business ended prior to the Closing Date, (ii) unaudited consolidated financial statements of ACNA for the quarterly periods ended March 31, 2006 and June 30, 2006, and unaudited consolidated financial statements of the Recapitalized Business (iwith RSC as the reporting entity) for the unaudited balance sheet of Purchaser Business as of quarterly period ended September 30, 20182006, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”iii) and (ii) the audited a pro forma consolidated balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Recapitalized Business as of the dates therein specified date of the most recent consolidated balance sheet delivered pursuant to preceding clause (ii) and (y) the results a pro forma statement of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesmost recent Fiscal Year, proceduresinterim period and 12-month period ending on the last day of such interim period, policies in each case adjusted to give effect to the Transaction, and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) transactions that would be required to be reflected given pro forma effect by Regulation S-X for a Form S-1 Registration Statement under the Securities Act, and such other adjustments as may be reasonably agreed between the Parent Borrower and the Lead Arrangers, which pro forma financial statements shall demonstrate, in reasonable detail, that the total consolidated indebtedness of the Recapitalized Business and its subsidiaries consisting of indebtedness for borrowed money (including purchase money indebtedness) and capital leases (determined on a balance sheet pro forma basis after giving effect to the Transaction) does not exceed 4.40 multiplied by EBITDA of the Purchaser Recapitalized Business prepared in accordance with IFRS, except (calculated subject to the Closing Date adjustments set forth on Schedule 6.1(e) hereto) for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against the twelve-month period ending on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent last day of the fiscal quarter ending no more than 45 days prior to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net CashDate, (iv) Liabilities incurred in connection with or arising out interim financial statements of the transactions contemplated hereby, Recapitalized Business (with RSC as the reporting entity) for each month ended after the date of the last available quarterly financial statements and at least 30 days prior to the Closing Date and (v) Liabilities disclosed or set forth in detailed projected consolidated financial statements of the Purchaser Disclosure Letter Recapitalized Business for the five Fiscal Years ending after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of the Parent Borrower and its Subsidiaries after giving effect to the Transaction and the related financing thereof, and (viy) Liabilities which would not, individually or in be prepared and approved by the aggregate, be materially adverse to Purchaser or the Purchaser BusinessParent Borrower.

Financial Information. (a) Section 5.6(a) of Each Seller and Acquired Entity has delivered to the Purchaser Parent Disclosure Letter contains copies of (i) Buyer the unaudited balance sheet of Purchaser Audited Financial Statements, the Unaudited Financial Statements and the monthly Management Reporting Statements for the Business as of September 30reformulated to include only the Business, 2018, June 30, 2018 up to and March including October 31, 2018 (2002, as included on Schedule 4.8, as well as the “Purchaser Working Capital Statements”) 2001 Financial Statements in draft unaudited form. The consolidated Financial Statements and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 20152001 Financial Statements have been prepared in accordance with GAAP consistently applied for all periods presented, and the related audited income statement Financial Statements and the October Financial Statements relating to each individual Asset Seller and Acquired Entity have been prepared in accordance with Relevant Accounting Practices for the years ended December 31jurisdiction of such Asset Seller or Acquired Entity. The Financial Statements and the audited 2001 Financial Statements fairly present the financial condition and operating results of each Asset Seller and Acquired Entity (or of the Business, 2017as the case may be), December 31as applicable, 2016 and December 31, 2015 (as of the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelydates, and together with any notes theretofor the periods, the “Purchaser Financial Statements”). (b) indicated therein, subject to normal year-end audit adjustments. Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs none of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all Asset Sellers or Acquired Entities has any material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absoluteliabilities, contingent or otherwise, other than (a) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness subsequent to October 31, 2002 and (iiib) Liabilities taken into account obligations under contracts and commitments incurred in the Final Closing Statementordinary course of business and not required under GAAP or Relevant Accounting Practices, Final Purchaser Working Capital or Final Purchaser Net Cashas the case may be, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth to be reflected in the Purchaser Disclosure Letter and (vi) Liabilities which would notFinancial Statements, which, in both cases, individually or in the aggregateaggregate are not material to the financial condition or operating results of such Asset Seller or Acquired Entity, be materially adverse as applicable. The reformulated Management Reporting Statements have been prepared and updated on a monthly basis in a consistent and accurate manner and reflect the financial information used by the management of Sellers to Purchaser operate the Acquired Entities, TRW Germany (except the MES Business) and the Business as of the date of its delivery to the Buyer. All revenue of the Acquired Entities and the Business has been recognized, in a consistent manner period-to-period and company-to-company, in accordance with a written revenue recognition policy that complies with GAAP and has been provided to the Buyer. All required statutory filings of financial statements or accounts or similar filings have been made in compliance with Legal Requirements for the Purchaser Businesslast three years for the Acquired Entities and are accurate and complete, and copies of same have been provided to the Buyer. The audited 2001 Financial Statements, when delivered in accordance with Section 7.9, will not differ in any material respect from the draft unaudited 2001 Financial Statements included in Schedule 4.8.

Financial Information. (a) Section 5.6(a5.4(a) of the Purchaser Parent Seller Disclosure Letter contains copies of sets forth (i) the unaudited balance sheet of Purchaser Business as of September 30the Company at December 31, 2018, June 302019 and December 31, 2018 and March 31the related unaudited statements of income and cash flows of the Company for the years then ended (collectively, 2018 (the “Purchaser Working Capital Financial Statements”) and (ii) the audited unaudited comparative balance sheet of the Purchaser Business Company as of at December 31, 2017, December 31, 2016, and December 31, 2015, 2018 and the related audited unaudited statements of income statement and cash flows of the Company for the years year then ended December included in the annual report filed with the MDPU on March 31, 20172019. Except as set forth therein and except that the Financial Statements do not include notes, December 31the Financial Statements (x) fairly present in all material respects the financial condition and results of operations and cash flows of the Company as of the respective dates, 2016 and December 31for the periods referred to in, 2015 (the “Audited Purchaser Financial Statements”, (y) (the foregoing clauses (i) have been prepared in all material respects on a consistent basis with Seller Parent’s consolidated financial statements and (iiz) collectivelyhave been prepared in all material respects in accordance with GAAP, applied on a consistent basis during the periods involved. The accounting principles, methods, practices, reserves and together accruals utilized in preparing the Financial Statements are consistent in all material respects with any notes theretothe accounting principles, methods, practices, reserve and accruals utilized in the “Purchaser Financial Statements”)Agreed Accounting Principles. (b) Except (i) as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities for liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessbusiness consistent with past practice since the date of the Reference Balance Sheet, (iii) Liabilities taken into account for liabilities set forth in Section 5.4 of the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net CashSeller Disclosure Letter, (iv) Liabilities incurred in connection with for liabilities related to or arising out of from the transactions contemplated hereby, Greater Xxxxxxxx Incident and (v) Liabilities disclosed for liabilities that would not reasonably be expected to be material to the Company, there are no liabilities, whether absolute or set forth in contingent, of the Purchaser Disclosure Letter and (vi) Liabilities which Company that would not, individually or in be required under GAAP to be reflected on the aggregate, be materially adverse to Purchaser or face of the Purchaser BusinessReference Balance Sheet.

Financial Information. (a) Section 5.6(aSchedule 5.5(a) sets forth, consistent with GAAP, as of the Purchaser Parent Disclosure Letter contains copies date set forth on Schedule 5.5(a), of (i) the unaudited net book value of the Business Tangible Property, (ii) the net book value of the Specified Inventory set forth in Schedule 5.6(b) and (iii) a reserve with respect to the warranty obligations of the type that Buyer and its Affiliates will undertake to perform following the Closing pursuant to the Master Purchase Agreement (as if the Closing had occurred on the date set forth on Schedule 5.5(a)). In the event of any change to such Business Tangible Property, Specified Inventory (as and to the extent provided in Section 5.6(b)) or warranty reserves between the date of this Agreement and the Closing Date, Sellers shall provide Buyer with an updated version of Schedule 5.5(a) prior to the Closing. (b) Schedule 5.5(b) contains a true and complete copy of the unaudited, pro forma balance sheet sheets of Purchaser the Historical Velocity Business, as of December 31, 2007 and as of December 31, 2008 and related unaudited, pro forma statements of income of the Historical Velocity Business for the fiscal years ended December 31, 2007 and December 31, 2008 (the “Pro Forma Financial Statements”). Subject to the limitations, qualifications and exceptions set forth in Section 5.5(c), Schedule 5.5(b) and/or Section 9.15 (as the case may be), the Pro Forma Financial Statements (x) have been prepared specifically by Sellers for this Agreement from the books and records of Sellers and their Affiliates, which are maintained in accordance with GAAP (except that carve-out accounting guidelines as outlined by the SEC have not been utilized, and except for the absence of footnotes and other disclosures required by U.S. GAAP), and (y) fairly present in all material respects the financial condition and results of operations of the Historical Velocity Business as of September 30the respective dates thereof and for the periods covered thereby. (c) The Business, 2018the Acquired Assets and the Assumed Liabilities constitute only a limited subset of the Historical Velocity Business and of the assets and liabilities presented in the Pro Forma Financial Statements. Likewise, June 30the Historical Velocity Business and the Pro Forma Financial Statements include assets and liabilities not included within the Acquired Assets or the Assumed Liabilities. Accordingly, 2018 the Pro Forma Financial Statements cannot be viewed as fairly presenting the Business, the Acquired Assets or the Assumed Liabilities to the extent that the Pro Forma Financial Statements include assets and March 31liabilities not included within the Acquired Assets or Assumed Liabilities. Neither the Historical Velocity Business nor the Business has operated as a separate “stand-alone” entity, 2018 nor have Sellers or their Affiliates previously maintained separate financial statements for the Historical Velocity Business or the Business. As a consequence, (i) in order to prepare the “Purchaser Working Capital Pro Forma Financial Statements”) , it has been necessary for Sellers to make numerous subjective judgments regarding financial allocations, and Sellers have summarized those judgments that Sellers believe are material in the Pro Forma Financial Statements in Schedule 5.5(c); and (ii) the audited balance sheet Pro Forma Financial Statements do not present financial conditions or results of operations that would have occurred if either the Purchaser Historical Velocity Business or the Business had been operated by Sellers and their Affiliates as of December 31a “stand-alone” entity. In addition, 2017, December 31, 2016, and December 31, 2015, and in order to present the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Pro Forma Financial Statements, it has also been necessary for Sellers to make various assumptions regarding the Audited Purchaser Financial Statements were prepared in accordance with IFRSbasis of their presentation, on a consistent basis for each period presented and present a true and fair view of (xSchedule 5.5(c) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementssummarizes such assumptions that Sellers believe are material. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(aSchedule 3.6(a) attached hereto contains true, correct and --------------- complete copies of the Purchaser Parent Disclosure Letter contains copies of following: (i) the unaudited audited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet sheets of the Purchaser Business Company as of December 31, 20171994, December 31, 2016, 1995 and December 31, 20151996 (each an "Audited Balance Sheet --------------------- Date"), and the related audited income statement consolidated statements of operations, ---- Stockholders' equity and cash flows of the Company for the fiscal years ended December 31then ended, 2017including the footnotes thereto, December 31as audited by (and together with the report of their audit) Price Waterhouse, 2016 and December 31, 2015 LLP (all of foregoing being hereinafter collectively called the “"Audited Purchaser Financial Statements”) (the foregoing clauses (i) and "); ---------------------------- and (ii) the unaudited consolidated balance sheet of the Company as of November 30, 1997 (the "Latest Balance Sheet"; and such date -------------------- being the "Latest Balance Sheet Date"), and the unaudited consolidated ------------------------- statements of operations of the Company for the period then ended, including any footnotes thereto, if any (all of the foregoing, including the Latest Balance Sheet, being hereinafter collectively referred to as the "Unaudited Financial Statements"; and the Audited Financial Statements and ------------------------------ the Unaudited Financial Statements, collectively, and together with any notes thereto, the “Purchaser "Financial --------- Statements”").. ---------- (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements The financial statements were prepared in accordance with IFRS, GAAP applied on a consistent basis for each period presented during the periods involved (except as may be indicated in the notes thereto) and present a true and fair view of (x) fairly present, in all material respects, the state of affairs consolidated financial position of the Purchaser Business Company and its Subsidiaries as of the dates therein specified thereof and (y) the results of its operations of the Purchaser Business and cash flows for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesthen ended (subject, procedures, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) unaudited statements, to normal year-end audit adjustments). Except as set forth on Schedule 3.6(a) and except --------------- for Liabilities and obligations incurred in Section 5.6(c) the ordinary course of business consistent with past practice since the Purchaser Parent Disclosure LetterLatest Balance Sheet Date, neither the Purchaser Business does not have Company nor any Indebtedness of its Subsidiaries has any Liabilities or other Liabilities obligations of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required by GAAP to be reflected set forth on a balance sheet or in the notes thereto. Management of the Purchaser Business prepared Company has no reason to believe that with respect to its long-lived assets and intangible assets which are subject to Financial Accounting Standards No. 121, as of December 31, 1997, the undiscounted future cash flows related to such assets did not exceed the carrying values thereof recorded as of such date, as required by GAAP. (c) Schedule 3.6(c) sets forth, as of the close of business on --------------- December 31, 1997, (A) the consolidated indebtedness owed by the Company and its Subsidiaries to all third parties (separately identifying the portion of such indebtedness incurred in accordance with IFRS, except for respect of (i) Liabilities accrued forany Magnetic Resonance Imaging unit (each, reflected onan "MRI Unit") owned, disclosed and/or reserved against leased or on order by the Purchaser Financial StatementsCompany or any -------- Subsidiary, including, mobile and fixed site MRI Units, (ii) Liabilities any equipment owned, leased or on order by the Company or any Subsidiary, which equipment is used to provide computed axial tomography services and imaging systems (each a "CT Unit"), including, mobile and fixed CT Units, (iii) any equipment owned, -------- leased or on order by the Company or any Subsidiary, which equipment is used to provide lithotripsy procedures (each a "LI Unit"), including, mobile and fixed ------- LI Units (iv) any equipment owned, leased or on order by the Company or any Subsidiary, which equipment is used to provide brachytherapy services (each a "BR Unit"), including, mobile and fixed BR Units, (v) any equipment owned, -------- leased or on order by the Company or any Subsidiary, which equipment is used to provide prostate radiation services (each a "PR Unit") including, mobile and ------- fixed PR Units and (vi) the construction costs incurred subsequent in respect of any fixed site location, and (B) the Company's aggregate consolidated cash and cash equivalents, in the case of clauses (A) and (B), each calculated in accordance with GAAP, consistently applied. The term "indebtedness" shall include ------------ indebtedness for borrowed money, reimbursement obligations with respect to letters of credit and similar instruments, obligations incurred, issued or assumed as the Balance Sheet Date deferred purchase price of property or services (other than accounts payable incurred in the ordinary course of businessbusiness consistent with past practice), obligations of others secured by (or, for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured) any Lien on property or assets of the Company or any Subsidiary, capital lease obligations, and obligations in respect of guarantees of any of the foregoing or any "keep well" or other agreement to maintain any financial statement condition of another person, in each case, whether or not matured, liquidated, fixed, contingent, or disputed. (d) Schedule 3.6(d) sets forth, (iiii) Liabilities taken into account in as of December 31, 1997, a --------------- fixed asset schedule that includes a general description of each MRI Unit, CT Unit, LI Unit, BR Unit and PR Unit (including type, purchase price (to the Final Closing Statementextent available), Final Purchaser Working Capital age, vendor and upgrades thereto) owned or Final Purchaser Net Cashsubject to capital lease or operating lease obligations by the Company or any Subsidiary as of that date, and (ivii) Liabilities incurred in connection with or arising out as of the transactions contemplated herebydate of this Agreement, a list (vthe "Commitments List") Liabilities disclosed ---------------- of all outstanding Commitments of the Company or set forth in any Subsidiary to purchase an MRI Unit, CT Unit, LI Unit, BR Unit, or PR Unit (including type, vendor, upgrades and delivery date thereto), indicating for each such Commitment, the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually purchase price as indicated on the purchase order therefor placed with the manufacturer or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessother seller of such unit.

Financial Information. (a) Section 5.6(a) of Set forth in the Purchaser Parent AAMAC Disclosure Letter contains copies of Statement are (i) the audited balance sheet of AAMAC as of August 7, 2007 and the related audited statements of operations, stockholders' equity and cash flows for the period ended August 7, 2007 (the "AAMAC Audited Financial Statements") and (ii) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business AAMAC as of December 31, 2017, 2007 (the "December 31, 2016, and December 31, 2015, 2007 AAMAC Balance Sheet") and the related audited income statement statements of operations, stockholder' equity and cash flows for the years three month period ended December 31, 20172007 (the "AAMAC Unaudited Financial Statements" and collectively, with the AAMAC Audited Financial Statements and the notes to each of them are the "AAMAC Financial Statements"). The AAMAC Financial Statements have been prepared from and in accordance with the books, accounts and financial records of AAMAC (which accurately and consistently reflect all material transactions to which AAMAC was party to during the periods set forth) and present fairly, in all material respects, in conformity with GAAP applied on a consistent basis, the financial position of AAMAC as of the dates set forth therein and their results of operations and cash flows for the periods set forth therein; provided, that the foregoing is subject to the ongoing audit and adjustment of the December 31, 2016 2007 AAMAC Balance Sheet. AAMAC has established and December 31, 2015 maintains disclosure controls and procedures and internal controls over financial reporting (the “Audited Purchaser Financial Statements”) as such terms are defined in paragraphs (the foregoing clauses (ie) and (iif), respectively, of Rule 13a-15 under the Exchange Act) collectively, and together with any notes thereto, as required in all material respects by Rule 13a-15 under the “Purchaser Financial Statements”)Exchange Act. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other AAMAC has no Liabilities of any nature kind or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRScharacter, except for (i) Liabilities accrued for, reflected on, disclosed and/or in the amounts set forth or reserved against on the Purchaser Financial StatementsDecember 31, 2007 AAMAC Balance Sheet or the notes thereto, including contingent liabilities, (ii) Liabilities incurred subsequent to the Balance Sheet Date arising in the ordinary course of business, business (taking into account that AAMAC is a special-purpose acquisition company) or (iii) Liabilities taken into account Transaction Expenses. (c) AAMAC does not now conduct and has never conducted any business or operations and has not engaged in any other material transaction other than valuation and pursuit of transactions such as the Final Closing StatementTransaction, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or Transaction and as set forth in AAMAC SEC Reports filed prior to the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessdate of this Agreement.

Financial Information. (a) Section 5.6(a) of the SOAdesk has delivered to Purchaser Parent Disclosure Letter contains true and complete copies of (i) the its unaudited consolidated balance sheet sheets and related statements of Purchaser Business income and cash flow as of September 30, 2018, June 30, 2018 at and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the fiscal years ended December 31, 2017, December 31, 2016 2007 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively2008, and together with any notes theretothe unaudited consolidated balance sheets and related statements of income and cash flow of SOAdesk as at and for the nine (9) month period ended September 30, 2009 (such unaudited financial statements being collectively, the “Purchaser Financial Statements”). Except as set forth on Schedule 5.17(a), all of the Financial Statements have been prepared from the financial records of SOAdesk in accordance with GAAP, consistently applied and maintained throughout the periods indicated, and fairly present in all material respects the financial condition of SOAdesk, as at their respective dates and the results of operations of SOAdesk, for the periods covered thereby, subject, in the case of such interim statements, to normal year-end adjustments (the effect of which, individually or in the aggregate, will not be material) and the absence of footnotes. (b) Except as and to the extent set forth or reserved against in the Financial Statements, SOAdesk (i) has no any liabilities or obligations of any nature whatsoever, whether absolute, accrued, contingent or otherwise, required by GAAP to be set forth in Section 5.6(b) of a balance sheet or the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were notes thereto prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with GAAP except those used incurred in the preparation Ordinary Course of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letterafter September 30, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued2009, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, and (ii) Liabilities incurred subsequent to the Balance Sheet Date has no off-balance-sheet arrangements, except in the ordinary course of businesseach such case for liabilities, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital obligations or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities arrangements which would not, individually or in the aggregate, give rise to a Material Adverse Effect. (c) SOAdesk maintains an adequate system of internal accounting controls. (d) The Financial Statements do not contain any items of nonrecurring income or any other material income not earned in the Ordinary Course of Business except as expressly specified therein or that GAAP would require to be materially adverse to Purchaser listed as separate line items. (e) Except as indicated in Schedule 5.17(e), none of the obligations or liabilities of SOAdesk or the Purchaser BusinessBusiness is guaranteed by any other Person, nor has SOAdesk or the Business guaranteed any of the obligations or liabilities of any other Person. (f) There are no transactions relating to the Business reflected on any financial statements or books and records of VTI.

Financial Information. (a) Section 5.6(a) The audited consolidated balance sheets of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 Company and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business its Consolidated Subsidiaries as of December 31, 20171998 and December 31, 1999 and the unaudited consolidated balance sheets of the Company and its Consolidated Subsidiaries as of December 31, 2000 and the audited, and unaudited, as the case may be, consolidated statements of earnings, statements of shareholders' equity and statements of cash flows for the periods ended December 31, 1998, December 31, 2016, 1999 and December 31, 20152000 have heretofore been furnished to each Purchaser (collectively, with the financial information delivered from time to time pursuant to Section 7.1 hereof, the "Financial Statements"). Such Financial Statements (including the notes thereto) (i) solely with respect to those audited balance sheets of the Company and its Consolidated Subsidiaries have been audited by Axxxxx Axxxxxxx LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the related audited income statement periods covered thereby and (iii) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries as of such dates and for such periods. During the years ended period from December 31, 20172000 to and including the Closing Date, December 31except as provided in the Note Documents, 2016 there has been no sale, transfer or other disposition by the Company and December 31its Consolidated Subsidiaries of any material part of the business or property of the Company and its Consolidated Subsidiaries, 2015 taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the “Audited Purchaser Financial Statements”) (consolidated financial condition of the Company and its Consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing clauses (i) financial statements or in the notes thereto and (ii) collectively, and together with any notes thereto, has not otherwise been disclosed in a writing to the “Purchaser Financial Statements”)Purchasers on or prior to the Closing Date. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements[Intentionally Omitted. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.]

Financial Information. (a) Section 5.6(a) The Sellers have made available to the Purchaser unaudited historic pro-forma financial statements for the Business (reflecting the exclusion of the Purchaser Parent Disclosure Letter contains copies of Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities) (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, and for the fiscal years ending June 30, 2018 2010 and March 31June 30, 2018 (the “Purchaser Working Capital Statements”) 2011, and (ii) the audited balance sheet of the Purchaser Business as of December and for the twelve month period ending March 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 2012 (the “Audited Purchaser Financial StatementsBalance Sheet Date”), in each case including a balance sheet and an income statement, each as set forth in Section 3.5(a) of the Seller Disclosure Schedule (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(bThe Financial Statements (i) are derived from and consistent with the books and records of the Purchaser Parent Disclosure Letter or as noted in Sellers and the Audited Purchaser Financial StatementsSelling Affiliates pertaining to the Business, the Audited Purchaser Financial Statements were (ii) have been prepared in accordance with IFRSGAAP in all material respects, except as described in Section 3.5(b) of the Seller Disclosure Schedule (GAAP, so qualified by Section 3.5(b) of the Seller Disclosure Schedule, the “Accounting Principles”), applied on a consistent basis for each period presented throughout the periods indicated, and (iii) fairly present a true and fair view of (x) in all material respects the state of affairs financial condition of the Purchaser Business as of the respective dates therein specified thereof and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent indicated therein except as described in all material respects with those used in the preparation Section 3.5(b) of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsSeller Disclosure Schedule. (c) Except as set forth The Seller Group has no Liabilities (of a type that the Accounting Principles would require be included in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwiseFinancial Statements) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would notare, individually or in the aggregate, be materially adverse material to Purchaser the Business or the Purchaser Purchased Assets (considered together), except for Liabilities (i) included in the Financial Statements, (ii) incurred in the conduct of the Sellers’ (and the Selling Affiliates’ and Acquired Companies’) operation of the Business since the Balance Sheet Date in the Ordinary Course of Business, or (iii) as set forth on Schedule 3.5(c) of the Seller Disclosure Schedule. (d) All Accounts Receivable reflected in the Financial Statements arose in the Ordinary Course of Business. Allowances for doubtful accounts are adequate and have been prepared in accordance with the Accounting Principles consistently applied and in accordance with the Seller Group’s past practices. The Accounts Receivable arising after the Balance Sheet Date and before the Closing Date arose or will arise in the Ordinary Course of Business. None of the outstanding Accounts Receivable is subject to any material claim of offset, recoupment, setoff or counterclaim, and, to the Sellers’ Knowledge, there are no specific facts or circumstances (whether asserted or unasserted) that could reasonably be expected to give rise to any such claim. (e) Section 3.5(e) of the Seller Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which any of the Acquired Companies maintains accounts of any nature with respect to the Business (other than in relation to any Indebtedness) and the names of all persons authorized to draw thereon or make withdrawals therefrom.

Financial Information. UPC Broadband shall supply to the Facility Agent in sufficient copies for all the Lenders: (a) Section 5.6(a) as soon as the same are available (and in any event within 150 days of the Purchaser Parent Disclosure Letter contains copies end of (ieach of its financial years) the unaudited balance sheet audited consolidated financial statements of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement UPC Broadband Holdco for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”).that financial year; (b) Except as set forth soon as the same are available (and, in Section 5.6(bany event, (in the case of its first three financial quarters in any financial year) within 60 days of the Purchaser Parent Disclosure Letter or as noted end of each of its financial quarters and (in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared case of its fourth financial quarter in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (xfinancial year) the state of affairs within 150 days of the Purchaser Business as end of the dates therein specified and (y) the results each such financial quarter), unaudited quarterly consolidated management accounts of operations of the Purchaser Business UPC Broadband Holdco for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used that financial quarter in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements.agreed form; (c) Except by no later than 60 days after the last day of each of its financial years, an annual budget for the Distribution Business of the Borrower Group in the agreed form for the immediately following financial year; (d) together with any financial statements specified in paragraphs (a) or (b) above, a certificate signed by a director of UPC Broadband: (i) confirming that no Default is outstanding or if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it; (ii) setting out in reasonable detail computations establishing, as at the date of such financial statements, whether each of the financial ratios set forth out in Section 5.6(cClause 17 (Financial Covenants) were complied with; (iii) (in the case of financial statements specified in paragraph (a) above, starting with the annual financial statements for 31 December 2004) setting out in reasonable detail computations establishing the Excess Cash Flow (if any) for the financial year to which such financial statements were delivered for the purposes of Clause 7.5 (Mandatory prepayment from Excess Cash Flow and Net Equity Proceeds); (iv) certifying current compliance with the Borrowers’ obligations under Clause 7.6 (Mandatory prepayment from disposal proceeds); and (v) certifying compliance with Clause 16.11(a) (Acquisitions and mergers); (e) as soon as the same is available (and in any event within 90 days after each of its financial quarters) the consolidated financial statements of UGC for that financial quarter on Form 10Q as filed with the United States Securities and Exchange Commission (the Commission) or such other comparable form as UGC is required to file with the Commission under the United States Securities Exchange Act of 1000 (xxx 0000 Xxx) or, if UGC is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC; (f) as soon as the same is available (and in any event within 180 days after each of its financial years) the audited consolidated financial statements of UGC for that financial year on Form 10K as filed with the Commission or such other comparable form as UGC is required to file with the Commission under the 1934 Act or, if UGC is no longer subject to the reporting requirements of the 1934 Act, in the form required to be filed with the regulatory body comparable to the Commission then having jurisdiction over UGC; (g) together with the financial statements and accounts referred to in paragraphs (a) and (b), a reconciliation demonstrating the effect of excluding from such financial statements or accounts the results of any business or activity other than the Distribution Business of the Borrower Group, provided that non-Distribution Business Assets need not be so excluded (and the reconciliation need not apply to such assets) unless they are subject to any Security Interest referred to in paragraph (i) of the Purchaser Parent Disclosure Letterdefinition of “Permitted Security Interest” or any other form of recourse as contemplated by Clause 16.12(b)(xii) (Restrictions on Financial Indebtedness);and (h) details of the principal terms (including without limitation, details of the notional amount, the Purchaser Business does not have any Indebtedness or other Liabilities termination date and applicable rates) of any nature Senior Hedging Agreements or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required High Yield Hedging Agreements to be reflected on a balance sheet which any member of the Purchaser Borrower Group is a party within five Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course Days of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital any Senior Hedging Agreement or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessHigh Yield Hedging Agreement being entered into.

Financial Information. (a) Section 5.6(aSchedule 3.11(a) of the Purchaser Parent Disclosure Letter attached hereto contains copies of the following financial statements of the Tower Group (collectively, the “Financial Statements”): (i) the historical unaudited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital StatementsBalance Sheet”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, 2006 (the “Balance Sheet Date”); (ii) the historical unaudited consolidated statements of cash flow and operating income for the year ended on the Balance Sheet Date; and (iii) the historical audited consolidated balance sheet as of December 31, 2016, 2005 and December 31, 2015, (iv) the audited consolidated statements of cash flow and the related audited operating income statement for the years fiscal year ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)2005. (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser The Financial Statements, subject, in the Audited Purchaser Financial Statements were case of unaudited financial statements, to year end audit adjustments and the absence of full footnote disclosure: (i) present fairly in all material respects the consolidated financial condition and results of operations of the Tower Group as of the dates thereof or for the periods covered thereby; (ii) have been prepared in all material respects in accordance with IFRS, GAAP applied on a consistent basis for each period presented the periods involved, except as may be indicated in the notes thereto; and (iii) have been prepared in all material respects in accordance with Regulation S-X as promulgated pursuant to the Exchange Act. (c) As more fully set forth in Section 8.1(g)(vii) of this Agreement, Seller’s 2006 Audited Financial Statements (the “2006 Audited Statements”) shall be delivered prior to the Closing. The 2006 Audited Statements, when delivered to Purchaser shall (i) present fairly in all material respects the consolidated financial condition and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business Tower Group as of the dates thereof or for the periods indicated. The Purchaser Working Capital Statements covered thereby and (ii) have been prepared in all material respects in accordance with GAAP applied on a consistent basis for the periods involved, except as may be indicated in the notes thereto, and in accordance with Regulation S-X. (d) To Seller’s Knowledge, on the date of their filing, no SEC Report (i) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were prepared using principlesmade, procedures, policies not misleading and methods consistent (ii) failed to comply in all material respects with those used in the preparation applicable requirements of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsExchange Act. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. All balance sheets, all statements of changes in financial position and all other financial information of the nature referred to in this Section with respect to the Borrower, Fairbanks Gold or Xxxxx Creek which have been delivered by or on behalf of such Obligor to the Administrative Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, including: (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of at December 31, 2017, December 31, 2016, and December 31, 20151994, and the related audited income statement consolidated statements of operations, cash flows and shareholders' equity for the years ended December 31Fiscal Year then ended, 2017of the Borrower and its Subsidiaries, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”).certified by Price Waterhouse & Co.; (b) Except as set forth the consolidated balance sheet at June 30, 1995, and the related consolidated statements of operations and cash flows for the Fiscal Quarter then ended, of the Borrower and its Subsidiaries, certified by the principal financial or accounting Authorized Representative of the Borrower; and (c) the consolidating balance sheet at December 31, 1994 and the related consolidating statements of operations, cash flows and shareholders' equity for the Fiscal Year then ended, of the Borrower and its Subsidiaries certified by the principal financial or accounting Authorized Representative of the Borrower, have (in Section 5.6(bthe case of the balance sheets and financial statements referred to in clauses (a) and (b) and any other consolidated balance sheets or financial ----------- --- statements delivered pursuant to clause (a) or (b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were Section 7.1.1) been ---------- --- ------------- prepared in accordance with IFRSGAAP consistently applied throughout the periods involved (except as disclosed therein) and (in the case of all such balance sheets, on a consistent basis for each period presented statements and other financial information purporting to address the overall financial position of any Person) do present a true and fair view of (x) fairly the state of affairs financial position of the Purchaser Business Persons covered thereby as of at the dates therein specified thereof and (y) the results of its operations of the Purchaser Business for the periods indicatedthen ended. The Purchaser Working Capital Statements were prepared using principlesNeither the Borrower nor any of its Subsidiaries has any material Contingent Liability (excluding, procedureshowever, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet purchase by the Borrower of Cyprus Amax' interest in the Kubaka Project, a deferred payment in the maximum amount of $25,000,000 determined by reference to commercial production at the Kubaka Project and payable through the issue of common stock of the Purchaser Business as of the Balance Sheet Date included Borrower) or liability for taxes, long-term leases or unusual forward or long-term commitments which are not reflected in the Audited Purchaser Financial Statements. (c) Except as set forth its financial statements described in this Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessnotes thereto.

Financial Information. (a) Section 5.6(a) The Reports of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 Condition and March 31, 2018 Income (the “Purchaser Working Capital StatementsCall Reports”) and (ii) the audited balance sheet of the Purchaser Business Seller as of December 31, 20172023, March 31, 2024 and June 30, 2024 have been prepared in accordance with all applicable regulatory requirements and the information contained therein is complete and accurate in all material respects. Holding Company’s audited consolidated balance sheet (referred to by Holding Company as a Statement of Financial Condition) as of December 31, 2016, 2022 and December 31, 20152023, and the related audited consolidated statement of income statement (referred to by Holding Company as a Statement of Operations), comprehensive income, stockholders’ equity, and cash flows for the years ended December applicable year then ended, together with the notes thereto and the Holding Company’s unaudited condensed consolidated balance sheets as of March 31, 20172024 and June 30, December 312024 and the related unaudited condensed consolidated statement of income, 2016 comprehensive income, stockholders’ equity and December 31cash flows for the applicable periods then ended, 2015 together with the notes thereto (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Holding Company Financial Statements”), contained in the SEC Reports, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates, have been prepared in accordance with the Accounting Standards and fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and consolidated cash flows of Holding Company as of the dates and for the periods then ended. (b) Except The Holding Company and each of its Affiliates, including the Seller, has established and maintains a system of “internal controls over financial reporting” (as set forth defined in Section 5.6(bRules 13a-15(f) and 15d-15(f) of the Purchaser Parent Disclosure Letter or as noted Securities Exchange Act of 1934) that is sufficient to provide reasonable assurance regarding the reliability, in all material respects, of financial reporting and the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared preparation of financial statements for external purposes in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsAccounting Standards. (c) Except as set forth in Section 5.6(c) Neither the Holding Company nor any of its Affiliates, including the Purchaser Parent Disclosure LetterSeller, the Purchaser Business does not have is a party to, or has any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required commitment to be reflected on become a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for party to: (i) Liabilities accrued forany joint venture, reflected onoff-balance sheet partnership, disclosed and/or reserved against or any similar contract, agreement or arrangement (including any contract, agreement or arrangement relating to any transaction or relationship between the Seller, on the Purchaser Financial Statementsone hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) Liabilities incurred subsequent any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (d) Since January 1, 2021 and except as would not be material to the Balance Sheet Date in Holding Company and Seller, taken as a whole: (i) neither the ordinary course Holding Company nor any of businessits Affiliates, (iii) Liabilities taken into account in including the Final Closing StatementSeller, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with any director or arising out officer of the transactions contemplated herebyHolding Company or Seller has received any written or, (v) Liabilities disclosed to the Knowledge of the Seller, oral Claim regarding any of their financial accounting, internal accounting controls, or set forth in auditing practices, procedures, methodologies, or methods or any written or, to the Purchaser Disclosure Letter Knowledge of the Seller, Claim from any of their employees regarding questionable financial accounting or auditing matters; and (viii) Liabilities which would notno attorney representing the Holding Company or any of its Affiliates, individually including the Seller, whether or in not employed by them, has reported credible evidence of any material violation of Laws, breach of fiduciary duty, or similar material violation by the aggregateHolding Company, be materially adverse any of its subsidiaries, or any of their respective officers, directors, employees, or agents to Purchaser the board of directors of any of them or any committee thereof, or to the Purchaser Businesschief executive officer or chief financial officer of any of them.

Financial Information. (a) Section 5.6(a) The Company has heretofore furnished to the Purchasers true, correct and complete copies of the Purchaser Parent Disclosure Letter contains copies financial statements of (i) the unaudited balance sheet Company for each of Purchaser Business as of September 30, 2018, June 30, 2018 and March the fiscal years ended May 31, 2018 (the “Purchaser Working Capital Statements”) 1996 and (ii) the audited balance sheet of the Purchaser Business as of December May 31, 2017, December 31, 2016, and December 31, 2015, 1997 and the related audited income statement for the years interim period thereafter ended December 31, 2017, December 31, 2016 and December 31, 2015 1997 (the “Audited Purchaser "FINANCIAL STATEMENTS"). Except as set forth on SCHEDULE 2(b), the Financial Statements”) (, including in each case the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the “Purchaser periods covered thereby, except as otherwise noted therein, and fairly present the financial condition and results of operations of the Company, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals. Between the date of the most recent financial statements forming part of the Financial Statements”Statements and the date of this Agreement, except to the extent described on SCHEDULE 2(b). (b) , there has been no Material Adverse Change in the Company. Except as set forth in Section 5.6(b) the December 31, 1997 balance sheet forming part of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS(the "MOST RECENT BALANCE SHEET"), on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs there are no material liabilities of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesCompany, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be otherwise (including, without limitation, claims relating to product liability, liabilities as guarantor or otherwise with respect to obligations of any other Person, or liabilities for Taxes due or then accrued or to become due), of a nature required by GAAP to be reflected on a balance sheet of set forth in the Purchaser Business prepared in accordance with IFRSFinancial Statements, or the notes thereto, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date liabilities which have arisen in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out business of the transactions Company since the date of the Most Recent Balance Sheet and except as contemplated herebyby this Agreement and the Related Agreements. SCHEDULE 2(b) sets forth certain adjustments made to the Financial Statements for the most recent fiscal year of the Company (the "ADJUSTMENTS"). The Adjustments refer to actual payments made by the Company during the fiscal year ended May 31, (v) Liabilities disclosed or set forth 1997, and, giving effect to the Adjustments, the Company had adjusted earnings before interest, taxes, depreciation and amortization of $3,138,952 in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessits most recent fiscal year.

Financial Information. (a) Section 5.6(aSchedule 5.4(a) sets forth (i) the unaudited statement of income of the Purchaser Parent Disclosure Letter contains copies of Business for the fiscal year ended December 31, 2006 (ithe “2006 Financial Statements”), (ii) the unaudited balance sheet of Purchaser the Business as of September 30, 2018, June 30, 2018 and March 31, 2018 2007 (the “Purchaser Working Capital Interim Balance Sheet”) and the unaudited statement of income of the Business for the nine-month period ended September 30, 2007 (together with the Interim Balance Sheet, the “Interim Financial Statements” and, such Interim Financial Statements together with the 2006 Financial Statements, the “Financial Statements”), (iii) the unaudited direct and allocated income statement for the nine-month period ending September 30, 2007 (the “Interim Allocated Cost Schedule”) and (iiiv) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, unaudited direct and December 31, 2015, and the related audited allocated income statement for the years fiscal year ended December 31, 2017, December 31, 2016 and December 31, 2015 2006 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively2006 Allocated Cost Schedule” and, and together with any notes theretothe Interim Allocated Cost Schedule, the “Purchaser Financial StatementsAllocated Cost Schedules”). Except as set forth in Schedule 5.4(a), the Financial Statements have been prepared in accordance with GAAP, except in the case of the Interim Financial Statements for normal year-end adjustments and the omission of full footnotes. Except as set forth in Schedule 5.4(a), the Interim Balance Sheet presents fairly in all material respects the financial condition of the Business as of such date, the income statement included in the Interim Financial Statements presents fairly in all material respects the results of operations of the Business for the period covered thereby and does not reflect the operations of any entity or business not intended to constitute a part of the Business after the Closing Date. The Interim Allocated Cost Schedule has been prepared in accordance with the 2007 Cost Allocation Manuals, and the expenses included in the “Common Utility” and “Shared Services” columns of the Interim Allocated Cost Schedule have been allocated in accordance with the 2007 Cost Allocation Manuals. The 2006 Allocated Cost Schedule has been prepared in accordance with the 2006 Cost Allocation Manuals, and the expenses included in the “Common Utility” and “Shared Services” columns of the 2006 Allocated Cost Schedule have been allocated in accordance with the 2006 Cost Allocation Manuals. In each of the Allocated Cost Schedules, (1) the columns headed “Direct” present fairly in all material respects the total direct operating costs (including all salary, wages and, for the Interim Allocated Cost Schedule, benefits for the Business Employees) incurred by the Business and there are no direct costs incurred by the Business in the columns headed “Common Utility” or “Shared Services” and (2) the columns headed “Total” fairly present in all material respects the total costs of the Business, in both cases for the periods covered thereby. (b) Except for matters reserved against in the Financial Statements or as set forth on Schedule 5.4(b), neither Seller (in Section 5.6(bconnection with the Business) nor the Business had at September 30, 2007, or has incurred during the period from September 30, 2007 to the date of the Purchaser Parent Disclosure Letter this Agreement, any liabilities or as noted in the Audited Purchaser Financial Statementsobligations (whether absolute, the Audited Purchaser Financial Statements were prepared in accordance with IFRSaccrued, on a consistent basis for each period presented and present a true and fair view of (xcontingent, fixed or otherwise, whether due or to become due) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS(including the notes thereto), except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities liabilities or obligations which were incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection business consistent with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesspast practice.

Financial Information. (a) Section 5.6(a) Trimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than February 29, 2024, audited and combined balance sheets of the Purchaser Parent Disclosure Letter contains copies of (i) Business for the unaudited balance sheet of Purchaser Business as of September 30fiscal year ended December 29, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 20152023, and the related audited income statement and combined statements of income, comprehensive income, equity and cash flows of the Business for the years fiscal year ended December 3129, 2017, December 31, 2016 and December 31, 2015 2023 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). The Audited Financial Statements will (i) be accompanied by an unqualified audit report issued by the Independent Accountant, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis, the financial condition, assets, liabilities, revenues and expenses of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended. (b) Except as set forth in Section 5.6(bTrimble shall use reasonable best efforts to prepare and deliver to AGCO, no later than fifty-five (55) days (or sixty-five (65) days following the funding of the Purchaser Parent Disclosure Letter or as noted Available Financing), in each case, following the end of each fiscal quarter of Trimble ending after December 29, 2023 and prior to the Closing, unaudited and combined balance sheets of the Business, and the related unaudited and combined statements of income, comprehensive income and stockholders’ equity and cash flows of the Business for each such quarter and year-to-date period (along with the corresponding period in the Audited Purchaser prior year and including footnotes thereto) (the “Interim Post-Signing Financial Statements, the Audited Purchaser ”). The Interim Post-Signing Financial Statements were prepared will (i) be reviewed by the Independent Accountant in accordance with IFRSAU-C 930, (ii) be prepared from, and are in accordance with, the books and records of Trimble and its Subsidiaries, and (iii) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except for each period presented Tax adjustments on a standalone basis), the financial condition, assets, liabilities, revenues and present a true and fair view of (x) the state of affairs expenses of the Purchaser Business as of the dates therein specified thereof and (y) the results of operations and cash flows of the Purchaser Business for the periods indicated. The Purchaser Working Capital then ended; provided that, the Interim Post-Signing Financial Statements were prepared using principlesare subject to normal year- end adjustments, procedures, policies and methods consistent in all the effect of which would not reasonably be expected to be material respects with those used in to the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial StatementsBusiness. (c) Except as set forth in Section 5.6(c) Trimble shall keep AGCO informed on a reasonably current basis on the status of its preparation of the Purchaser Parent Disclosure LetterAudited Financial Statements and Interim Post-Signing Financial Statements which shall include, without limitation, providing AGCO with the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required expected preliminary financial information to be reflected on a balance sheet of included in the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Audited Financial Statements and Interim Post-Signing Financial Statements, (ii) Liabilities incurred subsequent if and when available to the Balance Sheet Date in the ordinary course Trimble, for purposes of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred preparing preliminary pro forma adjustments required in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessAvailable Financing.

Financial Information. (a) Section 5.6(a) As of the Purchaser Parent Disclosure Letter contains copies of (i) date hereof, the Company has provided you with the unaudited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal period from January 1, 1998 to July 3, 1999 including consolidated balance sheet sheets, consolidated income statements and consolidated statements of Purchaser Business cash flow, a copy of which is attached hereto as Schedule 5.4(a). Such financial statements have been prepared in accordance with GAAP and fairly present, as of the date thereof and for the periods covered thereby, the financial position and results of operations of the Company and its Subsidiaries. The Company agrees to promptly (and in no event later than September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”1999) and (ii) the provide you with audited balance sheet consolidated financial statements of the Purchaser Business Company and its consolidated Subsidiaries for the fiscal period from January 1, 1998 to July 3, 1999, which statements shall be prepared in accordance with GAAP and fairly present, as of December 31, 2017, December 31, 2016, the date thereof and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 periods covered thereby the financial position and December 31, 2015 (results of operations of the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) Company and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”)its Subsidiaries. (b) Except as set forth in Section 5.6(b) As of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsdate hereof, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs forecasted financial statements of the Purchaser Business Company and its Subsidiaries, consisting of balance sheets, income statements and cash flow statements for the Company and its Subsidiaries, and the projected schedules of excess availability, giving effect to the consummation of the transactions contemplated by this Agreement and the issuance of the Securities hereunder, dated August 12, 1999, and attached hereto as Schedule 5.4(b) (the "Projections"): (i) are based on reasonable estimates and assumptions and (ii) reflected, as of the dates therein specified date prepared, and (y) continue to reflect, as of the date of this Agreement and the Closing Date, the reasonable estimate of the Company of the results of operations of the Purchaser Business and other matters projected therein for the periods indicated. The Purchaser Working Capital Statements were prepared using principlescovered thereby, procedures, policies and methods consistent it being understood that the projections are subject to the uncertainty inherent in all material respects with those used financial forecasts, and do not constitute a representation or warranty that the results and other matters projected therein will in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsfact be achieved. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.

Financial Information. (a) Section 5.6(a) The Seller has previously provided to the Purchaser true, complete and correct copies of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited consolidated balance sheet of the Purchaser Business as Parent and its subsidiaries for each of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 20172000, December 31, 2016 2001 and December 31, 2015 2002 and the related consolidated audited statements of income and cash flows, accompanied by the reports thereon of the Seller's Accountants, and in each case, the notes, schedules and exhibits thereto (the “Audited Purchaser "Historical Financial Statements”"). The Historical Financial Statements were prepared from the books and records of the Parent and its subsidiaries, and the balance sheets of the Parent and its subsidiaries included in the Historical Financial Statements present fairly in all material respects the consolidated financial condition and results of operations of the Parent and its subsidiaries as of such dates or for the periods covered thereby, and the statements of income and cash flows of the Parent and its subsidiaries included in the Historical Financial Statements present fairly in all material respects the results of income, and cash flows, as the case may be, of the Parent and its subsidiaries for the periods set forth therein, in each case in accordance with GAAP (as in effect on the dates of such statements) applied in a manner consistent with the Accounting Principles (as in effect on the dates of such statements). (b) The Seller has previously provided to the Purchaser true, complete and correct copies of the unaudited management statements for each of the Business Lines for the year ended December 31, 2002 (the foregoing "Historical Management Statement"). The Historical Management Statement was prepared from the books and records of the Purchased Entities, the International Structured Finance division, or the applicable Business Line and the information contained therein is true, complete and accurate in all material respects as of December 31, 2002. The Historical Management Statement was prepared in accordance with the Accounting Principles (as in effect on the date of such statement). (c) The Seller has previously provided to the Purchaser true, complete and correct copies of (i) Seller management reports which set forth for each Business Line, a reconciliation of net income from the Historical Financial Statement for the year ended December 31, 2002 to the Historical Management Statement of such Business Line for the corresponding period and (ii) Seller management reports which set forth for each Business Line, a reconciliation of total assets from the Historical Financial Statement for the year ended December 31, 2002 to the Historical Management Statement of such Business Line for the corresponding period (the management reports referred to in clauses (i) and (ii) collectively, the "Reconciliation Statements"). Each of the Reconciliation Statements was prepared from the books and together with any notes theretorecords of the Parent and the Purchased Entities, the “Purchaser Financial Statements”)International Structured Finance division or the applicable Business Line. (bd) Except as set forth in Section 5.6(b) The Seller has previously provided to the Purchaser true, complete and correct copies of the Purchaser Parent Disclosure Letter or as noted unaudited management financial statements for each Business Line for the six (6) month period ended June 30, 2003, and in the Audited Purchaser Financial Statementseach case, the Audited Purchaser Financial notes, schedules and exhibits thereto, if any (collectively, the "Management Statements"). Each of the Management Statements was prepared from the books and records of the Purchased Entities, the International Structured Finance division or the Business Line, as applicable, and the information contained therein is true, complete and accurate in all material respects as of such dates or for the periods covered thereby, The Management Statements were prepared in accordance with IFRS, the Accounting Principles (as in effect on a consistent basis for each period presented and present a true and fair view the dates of such statements). (xe) the state of affairs All of the Purchaser Business Portfolio Information and other data set forth in the Initial Portfolio Tape and in the Initial Acquired ISF Assets Portfolio Tape is true, correct, complete and accurate in all material respects. (f) The letter agreement referred to in Section 1.02(d) has attached as Schedule 3.07(f) thereto, true, complete and correct copies of various financial reports prepared from the books and records of the dates Purchased Entities, and the information contained therein specified is true, complete and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent accurate in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included periods covered thereby. Such financial reports were prepared in accordance with the Audited Purchaser Financial StatementsAccounting Principles (as in effect on the dates of such statements). (cg) Except The letter agreement referred to in Section 1.02(d) has attached as Schedule 3.07(g) thereto, true, complete and correct copies of management reports which set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letterfor each Business Line, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Purchased Entities part of such Business Line at and for the six month period ended June 30, 2003 (collectively, the "Purchased Entity Statements"). Each Purchased Entity Statement was prepared from the books and records of the Purchased Entities and the information contained therein is true, complete and accurate in all material respects as of June 30, 2003. The Purchased Entity Statements were prepared in accordance with IFRSthe Accounting Principles as in effect on June 30, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business2003.

Financial Information. (a) Section 5.6(a) of Set forth on the Purchaser Parent Disclosure Letter contains copies of attached Schedule 9.3 are: (i) the unaudited audited, consolidated balance sheet of Purchaser Business DMR as of September 30, 2018, June 30, 2018 and March December 31, 2018 1998 and the related, consolidated statements of income and expenses, retained earnings and cash flow, and notes thereto, for the year then ended, certified by DMR's regularly engaged certified public accountants (collectively, the “Purchaser Working Capital "1998 DMR Financial Statements”) "); and (ii) the audited unaudited balance sheet sheets of the Purchaser Business DMR as of December March 31, 20171999, December April 30, 1999 and May 31, 2016, and December 31, 2015, 1999 and the related audited statements of income statement and expenses, retained earnings and cash flow for the years months then ended December 31(collectively, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser "Subsequent Monthly DMR Financial Statements”) (the foregoing clauses (i) and (ii) collectively", and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser 1998 DMR Financial Statements, the Audited Purchaser "DMR Financial Statements"). All of the DMR Financial Statements were (i) are true, correct and complete in all material respects; (ii) have been prepared in accordance with IFRSgenerally accepted accounting principles applied consistently with all corresponding prior fiscal periods of DMR; and (iii) fairly present the financial condition, on a consistent basis for each period presented results of operation and present a true and fair view cash flows of (x) the state of affairs of the Purchaser Business DMR as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles; subject, procedures, policies and methods consistent in all material respects with those used in the preparation case of the balance sheet Subsequent Monthly DMR Financial Statements only, to normal year-end adjustments consistent with past practices and the absence of footnotes (the Purchaser Business as of "Missing DMR Adjustments/Footnotes"). Except to the Balance Sheet Date extent disclosed on the attached Schedule 9.3, the Missing DMR Adjustments/Footnotes, if presented in the Subsequent Monthly DMR Financial Statements, would not differ materially from those included in the Audited Purchaser 1998 DMR Financial Statements. (c) Except as set forth in Section 5.6(c) . The DMR Financial Statements make substantially full and adequate provision for all obligations, liabilities or commitments, whether fixed or contingent, and doubtful accounts receivable of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) DMR. Bingxxx xxxnowledges that would be required to be reflected DMR prepares cash flow statements on a balance sheet quarterly basis only, any other provision of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent this Agreement to the Balance Sheet Date in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businesscontrary notwithstanding.

Financial Information. (a) Section 5.6(a) of The Borrowers have heretofore furnished to the Purchaser Parent Disclosure Letter contains copies of Administrative Agent (i) consolidated financial statements of Holdings and its Subsidiaries for the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of fiscal years ended December 31, 20172008, December 31, 20162009, and December 31, 20152010 audited by PriceWaterhouseCoopers LLP, and the related audited income statement for the years ended December 31independent public accountants, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelymanagement prepared consolidated financial statements of Holdings and its Subsidiaries for the fiscal quarter ended September 30, 2011. Such financial statements present fairly in all material respects the financial condition and together results of operations of Holdings and its Subsidiaries as of the dates and for the periods indicated in accordance with any notes theretoGAAP consistently applied (except, in the “Purchaser Financial Statements”case of quarterly financial statements, for the presentation of footnotes and for applicable normal year-end audit adjustments). (b) Except as set forth The Borrowers have heretofore furnished to the Administrative Agent for the 2012 and 2013 fiscal years, projected consolidated income statements, balance sheets and cash flows of Holdings and its Subsidiaries, all in Section 5.6(b) form and substance reasonably satisfactory to the Lenders who requested and were granted access to such projections, in their good faith judgment, all such projections disclosing all assumptions made by Holdings and its Subsidiaries in formulating such projections and giving effect to the Transactions. The projections have been prepared on the basis of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statementsassumptions stated therein, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business reflect as of the dates therein specified date prepared the good faith estimate of Holdings and (y) its Subsidiaries of the results of operations of and other information projected therein, provided that no representation is made that the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principlesassumptions will prove to be correct or that such projections will be realized, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statementsit being understood that projections are subject to significant uncertainties. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure LetterSince December 31, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued2010, known or unknown, absolute, contingent or otherwise) that would be required to be reflected after taking into account those items listed on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent schedule delivered to the Balance Sheet Date in Administrative Agent prior to the ordinary course of businessEffective Date, (iii) Liabilities taken into account in the Final Closing Statementno event, Final Purchaser Working Capital change or Final Purchaser Net Cashcondition has occurred that has had, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated herebycould reasonably be expected to have, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessa Material Adverse Effect.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains Seller has made available to Buyer true and complete copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 20172006, December 31, 2016, and December 31, 2015, and together with the related audited income statement statements of revenue, costs and expenses for the years Business for the year ended December 31, 20172006, (ii) the unaudited balance sheet of the Business as of December 31, 2016 2007 (the “Balance Sheet”) together with the related unaudited statements of revenues, costs and expenses of the Business for the year ended December 31, 2015 2007, and (iii) the unaudited statements of assets and liabilities as of January 31, 2008 (the “Audited Purchaser Financial StatementsInterim Balance Sheet”) together with the related unaudited statement of revenues, costs and expenses of the Business for the one (the foregoing clauses 1) month period ended January 31, 2008 (collectively, such financial statements referred to in (i) ), (ii), and (iiiii) collectivelyabove, and together with any the notes and supplementary information thereto, shall be referred to as the “Purchaser Financial Statements”). Except as set forth on Schedule 3.7(a), the Financial Statements (i) fairly present, subject to normal year-end adjustments and footnotes, in all material respects the financial condition and results of operations of the Business at and as of the date thereof and for the period covered thereby, (ii) were compiled from books and records regularly maintained by management of Seller used to prepare the financial statements of Seller, and (iii) the Financial Statements were prepared in accordance with GAAP, subject to normal year-end adjustments and footnotes. (b) Except as set forth in Section 5.6(b) of and to the Purchaser Parent Disclosure Letter or as noted in extent reflected on the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRSor on Schedule 3.7(b), on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Seller has no Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a balance sheet other than Liabilities incurred since December 31, 2007, in the Ordinary Course of Business and consistent with past practice. (c) The Balance Sheet and Interim Balance Sheet were prepared from and are consistent with the accounting records of the Purchaser Business prepared in accordance with IFRSBusiness. Such accounting records represent actual, except for (i) Liabilities accrued for, reflected on, disclosed and/or reserved against on bona fide transactions. Seller has also made available to Buyer copies of all letters from Seller’s auditors to Seller’s board of directors or audit committee during the Purchaser Financial Statements, (ii) Liabilities incurred subsequent 36 months preceding the Effective Date relating to the Balance Sheet Date in the ordinary course Business, together with copies of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessall responses thereto.

Financial Information. (a) Section 5.6(a) The consolidated financial statements of the Purchaser Parent Disclosure Letter contains copies Company and its Subsidiaries set forth in the Company’s Form 10-K for its fiscal year ended December 31, 2011 (the “Form 10-K”) and in its Form 10-Q for the quarter ended June 30, 2012 (the “Form 10-Q”), both as filed with the Securities and Exchange Commission (the “SEC”), present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as at the dates thereof and its results of operations for the periods covered thereby and have been prepared in accordance with GAAP. The consolidated financial statements included: (i) in the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement Form 10-K are for the two years ended December 31, 2017, December 31, 2016 2010 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) 2011, as audited by Xxxxxx, LLP, and (ii) collectivelyin the Form 10-Q are for the three months and six months ended June 30, 2012, being unaudited and subject to year-end adjustments consisting of normal recurring items which will not be material in the aggregate. Neither the Company nor any Subsidiary has any liability contingent or otherwise not disclosed in the aforesaid financial statements or in the notes thereto that would reasonably be expected, together with all such other liabilities, materially affect the financial condition of the Company or any Subsidiary, nor does the Company have any reasonable grounds to know of any such liability. Since the date of said December 31, 2011 audited financial statements, except as has been disclosed in the Company’s reports filed with the SEC and which are publicly available on the SEC’s Electronic Data Gathering, Analysis, and together with any notes thereto, Retrieval (XXXXX) system (the “Purchaser Financial StatementsSEC Reports”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRS, except for (i) Liabilities accrued forthere has been no material adverse change in the business, reflected onassets or condition, disclosed and/or reserved against on financial or otherwise, operations or prospects, of the Purchaser Financial Statements, Company or any Subsidiary; (ii) Liabilities incurred subsequent to neither the Balance Sheet Date in the ordinary course of business, condition, operations or prospects of the Company or any Subsidiary nor any of their properties or assets has been adversely affected as a result of any legislative or regulatory change, any revocation or change in any franchise, license or right to do business, or any other event or occurrence, whether or not insured against; and (iii) Liabilities taken neither the Company nor any Subsidiary has entered into account in the Final Closing Statement, Final Purchaser Working Capital any material transaction or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or made any distribution on its capital stock except as is set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually Form 10-K or in the aggregate, be materially adverse to Purchaser or the Purchaser Business.Form 10-Q.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 LIH has previously delivered to Equity One (the “Purchaser Working Capital Statements”i) and (ii) the audited balance sheet sheets of the Purchaser Business Company and its subsidiaries as of December 31, 2017, December 31, 2016, and December 31, 20152009, and the related audited income statement operating statements of the Company and its subsidiaries for each of the three fiscal years then ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) and (ii) collectivelyunaudited balance sheets of the Company and its subsidiaries as of March 31, 2010, and together with any notes theretothe related unaudited operating statements of the Company and its subsidiaries for the three-month period ended March 31, 2010 (collectively, the “Purchaser Company Financial Statements”). (b) Except as set forth in Section 5.6(b) ; the Company Financial Statements have been prepared from the books and records of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were Company and its subsidiaries and have been prepared in accordance with IFRSGAAP, applied on a consistent basis by the Company as of the date, or for each period the periods presented except as noted therein (except that the unaudited Company Financial Statements lack any footnote disclosure and present a true and fair view of (xare subject to normal, recurring year-end adjustments) the state of affairs Company Financial Statements present fairly in all material respects the financial condition of the Purchaser Business Company and its subsidiaries as of the dates set forth therein specified (except that the unaudited Company Financial Statements lack any footnote disclosure and are subject to normal, recurring year-end adjustments); (yii) the results of operations As of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation date of this Agreement none of the balance sheet Company or any of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not its subsidiaries have any Indebtedness liabilities or other Liabilities obligations of any nature or kind whatsoever (whether known or unknown and whether absolute, accrued, known or unknowncontingent, absolute, contingent or otherwise) that would be required to be reflected on or reserved against in a balance sheet of the Purchaser Business Company or its subsidiaries, prepared in accordance with IFRSGAAP applied on a consistent basis by the Company, except for (iA) Liabilities accrued for, liabilities or obligations reflected on, disclosed and/or or reserved against on in the Purchaser most recent balance sheet included in the Company Financial Statements, (iiB) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of businessthose which would not have a Company Material Adverse Effect, (iiiC) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities liabilities incurred in connection with or arising out as a result of the transactions contemplated herebyexecution of, or as expressly permitted by, this Agreement, or (vD) Liabilities disclosed or liabilities set forth in on Section 4.1(j) of the Purchaser LIH Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser BusinessSchedule.

Financial Information. (a) Section 5.6(a) of The Borrower and the Purchaser Parent Disclosure Letter contains have furnished to each Lender copies of their respective (i) the unaudited audited consolidated balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March sheets dated December 31, 2018 (2001 and December 31, 2002, and the “Purchaser Working Capital Statements”) related consolidated related statements of operations, stockholders' equity and cash flows for the periods then ended and (ii) the audited unaudited consolidated balance sheet of for the Purchaser Business as of December 31fiscal quarter ending September 30, 2017, December 31, 2016, and December 31, 20152003, and the related audited income statement consolidated statements of operations, shareholders' equity and cash flows of the Parent and its consolidated Subsidiaries for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 three fiscal quarter period ending on such date (the “Audited Purchaser "Financial Statements”) (the foregoing clauses (i) and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”"). (b) Except as set forth in Section 5.6(b) . The chief financial officer of the Purchaser Parent Disclosure Letter or as noted in has certified that the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were have been prepared in accordance with IFRSGAAP, on a consistent basis for each period presented are complete and correct and present a true and fair view of (x) fairly the state of affairs financial position of the Purchaser Business Borrower and the Parent as of the dates therein specified and (y) the results of operations their respective dates. Each of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation operating statements pertaining to each of the balance sheet of Unencumbered Pool Properties delivered by the Purchaser Business as of Borrower to the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet of the Purchaser Business Agent was prepared in accordance with IFRSGAAP and fairly presents the Net Operating Income of such Unencumbered Pool Property for the period then ended. Each of the financial projections delivered, or required to be delivered, by the Borrower to the Agent or any Lender, whether prior to, on or after the date hereof (a) has been, or will be, as applicable, prepared for each Unencumbered Pool Property in light of the past business and performance of such Unencumbered Pool Property and (b) represents or will represent, as of the date thereof, the reasonable good faith estimates of the Borrower's financial performance. None of the Borrower, the Parent or any of its Consolidated Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for (i) Liabilities accrued forin said financial statements. Since September 30, reflected on2003, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent to the Balance Sheet Date there has been no material adverse change in the ordinary course of businessfinancial condition, (iii) Liabilities taken into account in the Final Closing Statementoperations, Final Purchaser Working Capital business or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out prospects of the transactions contemplated herebyParent or any of its Subsidiaries. Each of the Parent, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter Borrower, the other Guarantors and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessother Subsidiaries is Solvent.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains copies of (i) the The unaudited combined balance sheet of Purchaser the Business as of December 31, 2010 and the related unaudited combined statement of operations for the year then ended (the “Business Unaudited Financial Statements”), and the unaudited combined balance sheet of the Business as of September 30, 2018, June 30, 2018 2011 and March 31, 2018 the related unaudited combined statement of operations for the nine months then ended (the “Purchaser Working Capital Business Unaudited Interim Financial Statements” and, together with the Business Unaudited Financial Statements, the “Business Financial Statements”) ), complete and (ii) correct copies of which are set forth in Disclosure Schedule Section 3.08(a), were prepared in accordance with the audited balance sheet books and records of Parent and the Business and with GAAP, consistently applied during the applicable periods and present fairly in all material respects the combined financial position of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015the applicable dates, and the related audited combined results of their operations for each of the applicable periods (except as may be indicated in the notes thereto), subject to the absence of statements of cash flows, other comprehensive income statement (loss), stockholders’ equity (deficiency), and footnotes, for the years ended December 31, 2017, December 31, 2016 periods covered by the Business Financial Statements and December 31, 2015 (subject to normal year-end audit adjustments relating to the “Audited Purchaser Business Unaudited Interim Financial Statements”) (Statements consistent with past practices. The costs and expenses of corporate services performed for the foregoing clauses (i) Business by Parent and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”its Subsidiaries are set forth in Disclosure Schedule Section 3.08(a). (b) Except as set forth in on Disclosure Schedule Section 5.6(b) 3.08(b), neither Broadcasting nor Seller has any liabilities that relate to the Business or to which the Purchased Assets would be subject which (assuming each of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on FCC Licensees was a consistent basis for each period presented and present a true and fair view Subsidiary of (xBroadcasting) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that would be required to be reflected or reserved against on a combined balance sheet of the Purchaser Business prepared in accordance with IFRSGAAP or the notes thereto, except for liabilities (i) Liabilities accrued for, reflected on, disclosed and/or or reserved against on the Purchaser Financial Statementsunaudited combined balance sheet of the Business as of December 31, 2010, (ii) Liabilities incurred subsequent to the Balance Sheet Date after December 31, 2010 in the ordinary course of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cashthat are Excluded Liabilities, (iv) Liabilities incurred in connection with liabilities to be performed after the date hereof pursuant to the Material Contracts or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessas contemplated by this Agreement.

Financial Information. Cause to be prepared and furnished to Bank --------------------- the following financial information (a) Section 5.6(a) which in the case of the Purchaser Parent Disclosure Letter contains copies any financial statements shall consist of (i) the unaudited a consolidated and consolidating balance sheet of Purchaser Business as of September 30sheet, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business as of December 31, 2017, December 31, 2016, and December 31, 2015, and the related audited income statement for the years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the “Audited Purchaser Financial Statements”) (the foregoing clauses (i) cash flow statement kept and (ii) collectively, and together with any notes thereto, the “Purchaser Financial Statements”). (b) Except as set forth in Section 5.6(b) of the Purchaser Parent Disclosure Letter or as noted in the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRSGAAP, on a unless Borrowers' independent certified public accountants concur in any changes therein and such changes are disclosed to Bank and are consistent basis for with then generally accepted accounting principles): (1) As soon as possible, but not later than one hundred twenty (120) days after the close of each period presented fiscal year of MNC, the audited annual consolidating and present a true and fair view consolidated financial statements of (x) the state of affairs of the Purchaser Business MNC as of the dates therein specified end of such year prepared by a firm of independent certified public accountants of recognized standing acceptable to Bank, together with a management letter, if any, of such independent certified public accountants; (2) As soon as possible, but not later than thirty (30) days after the end of each calendar month hereafter, unaudited consolidating and consolidated interim financial statements of MNC and its Subsidiaries as of the end of such month and of the portion of Borrowers' fiscal year then elapsed certified by the principal financial officer of MNC as prepared in accordance with GAAP (ywithout footnote disclosures and subject to normal year end adjustments) and fairly presenting the financial position and results of operations of Borrowers for such month and period; (3) As soon as possible, but not later than forty-five (45) days after the Purchaser Business close of each fiscal year of Borrowers, the pro forma income statement and cash flow statement of Borrowers for their next fiscal year; (4) As soon as possible, but not later than forty-five (45) calendar days after the periods indicated. The Purchaser Working Capital Statements were prepared using principlesend of each fiscal quarter, procedures(a) a copy of any Form 10-Q filed by MNC with the Securities and Exchange Commission, policies and methods consistent (b) a financial covenant compliance worksheet, in all material respects with those used in form reasonably satisfactory to Bank, reflecting the preparation computation of the balance sheet financial covenants set forth in Sections 7.1 and 7.2 of the Purchaser Business this Agreement as of the Balance Sheet Date included in end of the Audited Purchaser Financial Statements.period covered by such financial statements; (c5) Except as set Concurrently with the delivery of each of the financial statements described in Subparagraphs (1), (2) and (4) above, a certificate from the chief financial officer of MNC certifying to Bank that (a) to the best of his knowledge, Borrowers have kept, observed, performed and fulfilled each and every covenant, obligation and agreement binding upon Borrowers contained in this Agreement or the other Credit Documents, and that no Event of Default, or any event which with the giving of notice or lapse of time or both, would constitute an Event of Default, has occurred or specifying any such Event of Default, or (b) one or more Events of Default has occurred and is continuing, and setting forth Borrowers' proposed resolutions to remedy such Events of Default; (6) In addition to the Form 10-Q described above in Section 5.6(cSubparagraph (4) of the Purchaser Parent Disclosure Letterthis Section 7.1(I), the Purchaser Business does not copies of any definitive proxy statements, financial statements or reports which Borrowers have made available to its shareholders, and copies of any Indebtedness regular periodic or special reports, schedules, registration statements or other Liabilities documents (including, without limitation, all Forms 8-K and 10-K) which Borrowers file with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange or self-regulatory securities organization including the National Association of any nature or kind whatsoever Securities Dealers, Inc.; (whether accrued, known or unknown, absolute, contingent or 7) Such other data and information (financial and otherwise) that would be required as Bank, from time to be reflected on a balance sheet of the Purchaser Business prepared in accordance with IFRStime, except for (i) Liabilities accrued formay reasonably request, reflected on, disclosed and/or reserved against on the Purchaser Financial Statements, (ii) Liabilities incurred subsequent bearing upon or related to the Balance Sheet Date in the ordinary course Collateral or each Borrower's financial condition and/or results of business, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cash, (iv) Liabilities incurred in connection with or arising out of the transactions contemplated hereby, (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessoperations.

Financial Information. (a) Section 5.6(a) of the Purchaser Parent Disclosure Letter contains Complete and correct copies of (i) the unaudited balance sheet of Purchaser Business as of September 30, 2018, June 30, 2018 and March 31, 2018 (the “Purchaser Working Capital Statements”) and (ii) the audited balance sheet of the Purchaser Business Stations as of December 31, 2017, December 31, 2016, and December 31, 2015, 2016 and the related audited income combined statement of operations for the years ended December 31, 2017, year ending December 31, 2016 and December (ii) the unaudited balance sheet and the related unaudited combined statement of operations of the Stations for the period ending as of March 31, 2015 2017 and updated on a monthly basis for each succeeding month until Closing (collectively the “Audited Purchaser Business Financial Statements”), as are set forth in Disclosure Schedule Section 3.08(a). Except as set forth on Disclosure Schedule Section 3.08(b), the Business Financial Statements (x) (were in each case prepared in accordance with the foregoing clauses (i) books and records of Seller and the Stations and (iiy) collectivelywith regard to the Business Financial Statements, were included in the consolidated financial statements of Seller’s parent company, which such consolidated financials were prepared in accordance with GAAP, consistently applied during the applicable periods, and together with any present fairly in all material respects the financial position of the Stations as of the applicable dates, and the results of operations of the Stations for each of the applicable periods (except as may be indicated in the notes thereto), subject, in each case, to the “Purchaser Financial Statements”absence of statements of cash flows, other comprehensive income (loss), stockholders’ equity (deficiency), and footnotes (none of which, individually or in the aggregate, are material). (b) Except as set forth in on Disclosure Schedule Section 5.6(b) of 3.08(b), Seller has no liabilities that relate to the Purchaser Parent Disclosure Letter Stations or as noted in to which the Audited Purchaser Financial Statements, the Audited Purchaser Financial Statements were prepared in accordance with IFRS, on a consistent basis for each period presented and present a true and fair view of (x) the state of affairs of the Purchaser Business as of the dates therein specified and (y) the results of operations of the Purchaser Business for the periods indicated. The Purchaser Working Capital Statements were prepared using principles, procedures, policies and methods consistent in all material respects with those used in the preparation of the balance sheet of the Purchaser Business as of the Balance Sheet Date included in the Audited Purchaser Financial Statements. (c) Except as set forth in Section 5.6(c) of the Purchaser Parent Disclosure Letter, the Purchaser Business does not have any Indebtedness or other Liabilities of any nature or kind whatsoever (whether accrued, known or unknown, absolute, contingent or otherwise) that Purchased Assets would be subject which would be required to be reflected or reserved against on a combined balance sheet of the Purchaser Business Stations prepared in accordance with IFRSGAAP or the notes thereto, except for liabilities (i) Liabilities accrued for, reflected on, disclosed and/or or reserved against on the Purchaser Financial Statementsunaudited balance sheet of the Stations as of the Balance Sheet Date, (ii) Liabilities incurred subsequent to after the Balance Sheet Date in the ordinary course of businessbusiness that are immaterial in amount, (iii) Liabilities taken into account in the Final Closing Statement, Final Purchaser Working Capital or Final Purchaser Net Cashthat are Excluded Liabilities, (iv) Liabilities incurred in connection with to be performed after the date hereof pursuant to the Material Assumed Contracts (other than as a result of any material breach or arising out of the transactions contemplated hereby, default thereunder) or (v) Liabilities disclosed or set forth in the Purchaser Disclosure Letter and (vi) Liabilities which would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Businessas contemplated by this Agreement.