Common use of Financial Matters Clause in Contracts

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at of the last day of the fiscal year of the Borrower ended on September 30, 2000, and as of the last day of the fiscal quarters of the Borrower ended on December 31, 19952000 and March 31, 2001, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the such fiscal year then endedand quarters, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subjectwith, in the case of said balance sheets as at June 30fiscal year, 1996reports thereon by Ernst & Young LLP: (i) are complete, accurate and said statements of income, retained earnings and cash flows for fairly present the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations respective dates thereof and for the respective periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(a), show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long-term leases. (b) Since June The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 30, 19962000, and as of the last day of the fiscal quarter of IBP ended on March 31, 2001, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(b), show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Lenders prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (d) Since September 30, 2000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 30, 2000, with respect to IBP and its Subsidiaries, there has been no Material Adverse Change Effect and there have been no events or developments that in the aggregate have had development which has any reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Financial Matters. (a) The consolidated unaudited balance sheet of the Borrower and its Subsidiaries as at of December 31, 1995, 1997 and the related consolidated statements of income, retained earnings stockholders equity and cash flows for the fiscal year period then ended, copies of which have been delivered to the Agent, have been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end adjustments) and fairly present the financial position of the Borrower as of such date and the results of operations of the Borrower for the period covered thereby. (b) Except (i) as fully reflected in the financial statements referred to in subsection (a) above (including the notes thereto, if any), (ii) incurred in the ordinary course of business since the respective dates of such financial statements and (iii) for the obligations of the Borrower and its Subsidiaries under the Credit Documents, neither the Company nor any of its Subsidiaries has any material direct or indirect obligations or liabilities of any kind, whether or not required by Generally Accepted Accounting Principles to be set forth on financial statements. (c) The unaudited consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of December 31, 1997 has been delivered to the Agent and appears in the Borrower's Form S-1, filed on April 23, 1998 (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of footnotes required by Generally Accepted Accounting Principles and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the consolidated financial position of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein. (d) The Borrower has prepared, and has furnished to the Agent a copy of, consolidated and consolidating pro forma projected statements of income of the Borrower and its Subsidiaries for the three-year period beginning January 1, 1998, prepared on a quarterly basis for fiscal year then ended1998 and on an annual basis thereafter, certified giving effect to the consummation of the Credit Documents, the extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were reasonable when made and continue to be reasonable as of the Amendment Effective Date, subject to the uncertainties and approximations inherent in any projection. The Projections have been prepared in good faith by Coopers & Lybrxxxthe executive and financial personnel of the Borrower and represent, X.L.P. and as of the consolidated balance sheets Amendment Effective Date, a reasonable estimate of the future performance of the Borrower and its Subsidiaries as at June 30, 1996, it being acknowledged by the Agent and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished Lenders that these projections as to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no future events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available are subject to the Borrower at uncertainties and estimations inherent in any projections and that actual results during the time so furnished periods covered by such Projections may differ from the projected results (and on the Closing Datethat such differences may be material and adverse). (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at of the last day of the fiscal year of the Borrower ended on September 30, 2000, and as of the last day of the fiscal quarters of the Borrower ended on December 31, 19952000, March 31, 2001 and June 30, 2001, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the such fiscal year then endedand quarters, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subjectwith, in the case of said balance sheets as at June 30fiscal year, 1996reports thereon by Ernst & Young LLP: (i) are complete, accurate and said statements of income, retained earnings and cash flows for fairly present the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations respective dates thereof and for the respective periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(a), show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long-term leases. (b) Since The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 30, 2000, and as of the last day of the fiscal quarter of IBP ended on June 30, 19962001, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(b), show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Lenders prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (d) Since September 30, 2000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 30, 2000, with respect to IBP and its Subsidiaries, there has been no Material Adverse Change Effect and there have been no events or developments that in the aggregate have had development which has any reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower Euramax U.S. and its Subsidiaries as at the end of the Fiscal Year ending December 31, 19952002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower Euramax U.S. and its Subsidiaries for the fiscal year Fiscal Year then ended, certified by Coopers Ernst & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the BorrowerYoung LLP, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present the consolidated financial condition of the Borrower Euramax U.S. and its Subsidiaries consolidated Subsidiaries, as at such dates and the consolidated results of the operations of the Borrower Euramax U.S. and its consolidated Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19962002, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect, it being understood that making Permitted Stock Payments in accordance with the terms hereof shall be deemed not to constitute a Material Adverse Change. (c) Neither the Borrower Euramax U.S. nor any of its Subsidiaries had at June 30December 31, 1996 2002, any material obligation, contingent liability or liability for taxes, long-–term leases or unusual forward or long-–term commitment which is not reflected in the respective balance sheet at such date dates referred to in subsection (a) above or in the notes thereto. (d) The Projections that have unaudited consolidated balance sheet of Euramax U.S. and its consolidated Subsidiaries as of the last day of the fiscal month ending immediately before the Effective Date, a copy of which has been delivered to each Lender, were prepared on reflects as of such date the basis consolidated financial condition of Euramax U.S. and its Subsidiaries, and the Projections and assumptions expressed therein, which assuming all activities described therein had been accomplished on the dates set forth therein and on the assumptions the Borrower believed to be reasonable made therein, were reasonably based on the information available to the Borrower Euramax U.S. at the time so furnished and on the Closing Datefurnished. (e) The Borrower Each Loan Party is, and on a consolidated basis the Borrower each Loan Party and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of the last day of the fiscal year of the Borrower ended on September 30, 19952000, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, with reports thereon by Ernst & Young LLP: (i) are complete, accurate and fairly present the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations date thereof and for the period covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long-term leases. (b) Since June 30The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 25, 19961999, there has been no Material Adverse Change and there have been no events or developments that as of the last day of the fiscal quarter of IBP ended on September 23, 2000, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the aggregate have had a Material Adverse Effectcase of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) except as disclosed on Schedule 4.05, are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; (ii) except as disclosed on Schedule 4.05, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) Neither The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in to the Banks prior to the date hereof. Such pro forma consolidated balance sheet at such date referred to (i) has been prepared in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared good faith based on the basis of the assumptions expressed therein, which assumptions believed by the Borrower believed to be reasonable reasonable, (ii) is based on the best information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.128

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010 and 2009, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 19952011, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year three-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, is reasonably likely to have had a Material Adverse Effect. (b) The Borrower, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (c) Neither The Borrower has heretofore furnished to the Borrower nor any Administrative Agent copies of (i) the Annual Statements of each of its Insurance Subsidiaries had at June 30as of December 31, 1996 any material obligation2010 and 2009, contingent liability or liability and for taxesthe fiscal years then ended, long-term leases or unusual forward or long-term commitment which is not as applicable, and (ii) the Quarterly Statements of each of its Insurance Subsidiaries as of the end of the first fiscal quarter of 2011, and for the end of the fiscal quarter then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP where required (except as may be reflected in the balance sheet at such date referred notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in subsection (a) above compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the notes thereto. Historical Statutory Statements (dincluding, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) The Projections that that, in accordance with SAP, would have been delivered required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each LenderInsurance Subsidiary fairly disclose all of its material transactions, were prepared on the basis of the assumptions expressed thereinproperties, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished assets, investments, liabilities and on the Closing Dateobligations, are in its possession and are true, correct and complete in all material respects. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries ----------------- Loan Parties as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries Loan Parties for the six fiscal year then ended, certified by Xxxxxx Xxxxxxxx, and the consolidated and consolidating balance sheets of the Loan Parties as at September 30, 1997 and the related consolidated statements of income, retained earnings and cash flows of the Loan Parties for the nine (9) months then ended, certified by the chief financial officer of each of the Borrower, Loan Parties copies of which have been furnished to each Lenderthe Bank, fairly present, subject, in the case of said balance sheets as at June September 30, 19961997, and said statements of income, retained earnings and cash flows for the six nine (9) months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries Loan Parties as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries Loan Parties for the period ended on such dates, all in conformity with GAAP. (b) Since June 30July 1, 19961997, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had has at June 30, 1996 the Closing Date any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the pro forma balance sheet at such date referred to in subsection (ad) above below or in the notes thereto. (d) The Projections that have unaudited pro forma consolidated balance sheet of each of the Loan Parties (the "Pro Forma Balance Sheet"), a copy of which has been delivered to each Lender, were has been prepared on the basis as of the Closing Date, reflects as of such date, on a pro forma basis, the consolidated financial condition of each of the Loan Parties, and the Projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Acquisition and the Borrower at the time so furnished and on the Closing Datefurnished. (e) The Borrower Each of the Loan Parties is, and on a consolidated basis the Borrower Loan Parties are, before and its Subsidiaries areafter giving effect to the transaction contemplated by the Acquisition Agreement and this Agreement, Solvent.

Financial Matters. (a) The Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 2006, 2005 and 2004 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Deloitte thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at December 31of September 30, 19952007, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the nine-month period then ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly, in all material respects, the financial position of Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none of the Borrowers had any material liability or obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for in such financial statements or the notes thereto. (b) Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2006 and 2005 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Material Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, certified by Coopers & Lybrxxxpolicy and contract claims and statutory liabilities), X.L.P. and the consolidated balance sheets no Material Insurance Subsidiary had, as of the Borrower date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30whether or not due) that, 1996in accordance with SAP, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which would have been furnished required to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events disclosed or developments that provided for in the aggregate have had a Material Adverse Effectsuch Historical Statutory Statements. (c) Neither (i) the board of directors of any Borrower, a committee thereof or an authorized officer of any Borrower nor has concluded that any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has any Borrower at the time so furnished and on the Closing Datebeen advised by its auditors that a previously issued audit report or interim review cannot be relied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries ----------------- Fabral Holdings as at of December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries Fabral Holdings for the six months fiscal year then ended, certified by Coopers & Xxxxxxx, LLP, and the chief financial officer consolidated and consolidating balance sheet of Euramax as at December 31, 1995, and the Borrowerrelated consolidated and consolidating statements of income, retained earnings and cash flows of Euramax for the fiscal year then ended, certified by Coopers & Xxxxxxx, LLP, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present the consolidated and consolidating financial condition of the Borrower Fabral Holdings and its consolidated Subsidiaries and Euramax and its consolidated Subsidiaries, respectively, as at such dates and the consolidated and consolidating results of the operations of the Borrower Fabral Holdings and its consolidated Subsidiaries and Euramax and its consolidated Subsidiaries, respectively, for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961996 in the case of Fabral Holdings and its Subsidiaries and December 31, 1995 in the case of Euramax and its Subsidiaries, other than as contemplated by the Fabral Purchase Documents, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither Fabral Holdings nor any of its Subsidiaries had, other than as contemplated by the Borrower Fabral Purchase Documents, at December 31, 1996, and neither Euramax nor any of its Subsidiaries had at June 30December 31, 1996 1995, any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the respective balance sheet at such date dates referred to in subsection (a) above or in the notes thereto. (d) The Projections that have unaudited pro forma consolidated and consolidating balance sheet of Euramax and its consolidated Subsidiaries, a copy of which has been delivered to each Lender, were prepared on the basis estimated as of the Effective Date, reflects as of such date, on a pro forma basis, the consolidated financial condition of Euramax and its Subsidiaries, and the Projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower Euramax at the time so furnished and on the Closing Effective Date. (e) The Borrower Each Loan Party is, and on a consolidated basis the Borrower each Loan Party and its Subsidiaries are, Solvent.

Financial Matters. (a) The Swiss Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Swiss Holdings and its Subsidiaries as of December 31, 2015 and 2014 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Deloitte thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Swiss Holdings and its Subsidiaries as at December of March 31, 19952016, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the three-month period then ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly, in all material respects, the financial position of Swiss Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 5.1, as of the date of such financial statements, none of the Credit Parties had any material liability or obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for in such financial statements or the notes thereto. (b) Swiss Holdings has heretofore furnished to the Administrative Agent copies of the Annual Statements of each Material Insurance Subsidiary as of December 31, 2015 and 2014 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Material Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, certified by Coopers & Lybrxxxpolicy and contract claims and statutory liabilities), X.L.P. and the consolidated balance sheets no Material Insurance Subsidiary had, as of the Borrower date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30whether or not due) that, 1996in accordance with SAP, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which would have been furnished required to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events disclosed or developments that provided for in the aggregate have had a Material Adverse Effectsuch Historical Statutory Statements. (c) Neither (i) the Borrower nor board of directors of such Credit Party, a committee thereof or an authorized officer of such Credit Party has concluded that any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available financial statement previously furnished to the Borrower at the time so furnished and on the Closing DateAdministrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has such Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of Borrower and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19951999, and the related consolidated statements of income, retained earnings stockholders' equity and cash flows for the nine-month period then ended. Except as set forth in Schedule 4.11(a) attached hereto, such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited financial statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year- end audit adjustments) and present fairly the financial condition of Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Borrower and its Subsidiaries for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. . Except as fully reflected in the most recent financial statements referred to above and the consolidated balance sheets notes thereto, there are no material liabilities or obligations with respect to Borrower or any of the Borrower and its Subsidiaries as at June 30of any nature whatsoever (whether absolute, 1996, contingent or otherwise and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAPwhether or not due). (b) Since June 30Borrower has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 19961998, there has been no Material Adverse Change 1997, 1996 and there l995, and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). Except as set forth in Schedule 4.11(b) attached hereto, the Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared in accordance with Statutory Accounting Principles (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (c) Neither the Borrower nor any Each of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areSubsidiaries, Solventafter giving effect to the consummation of the transactions contemplated hereby, (i) will have capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) will have assets with a fair saleable value, determined on a going concern basis, (A) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (B) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) will not intend to, and will not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at of the last day of the fiscal year of the Borrower ended on September 30, 2000, and as of the last day of the fiscal quarters of the Borrower ended on December 31, 19952000, March 31, 2001 and June 30, 2001, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the such fiscal year then endedand quarters, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subjectwith, in the case of said balance sheets as at June 30fiscal year, 1996reports thereon by Ernst & Young LLP: are complete, accurate and said statements of income, retained earnings and cash flows for fairly present the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations respective dates thereof and for the respective periods covered thereby; were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and other than as disclosed in Schedule 4.05(a), show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long-term leases. (bl) Since The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 30, 2000, and as of the last day of the fiscal quarter of IBP ended on June 30, 19962001, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and other than as disclosed in Schedule 4.05(b), show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (m) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Lenders prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (n) Since September 30, 2000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 30, 2000, with respect to IBP and its Subsidiaries, there has been no Material Adverse Change Effect and there have been no events or developments that in the aggregate have had development which has any reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (eo) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Financial Matters. (a) The Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet sheets of the Borrower Platinum Holdings and its Subsidiaries as at of December 31, 19952004, 2003 and 2002 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings stockholders’ equity and cash flows for the six months fiscal years or period then ended, to year-end audit adjustmentstogether with the opinion of KPMG thereon, and (ii) the unaudited consolidated financial condition balance sheet of the Borrower Platinum Holdings and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 19962005, there has been no Material Adverse Change and there the related statements of income, stockholders’ equity and cash flows for the six-month period then ended. Such consolidated financial statements have been no events or developments that prepared in accordance with accounting principles generally accepted in the aggregate have United States of America (subject, with respect to the unaudited financial statements, to the absence of notes required by such accounting principles and to normal year end adjustments) and present fairly, in all material respects, the financial position of Platinum Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none of the Credit Parties had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for taxes, long-term leases in such financial statements or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (db) Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2004 and 2003 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of Platinum US as of June 30, 2005, and for the six-month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Projections that Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been delivered prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to each Lenderthe Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were prepared on in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the basis financial condition of the assumptions expressed thereinrespective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, which assumptions changes in capital and surplus and cash flows of the Borrower believed respective Material Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Datehave been disclosed or provided for in such Historical Statutory Statements. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated Consolidated balance sheet of the Borrower WHX and its Consolidated Subsidiaries as at December 31, 19951994, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower WHX and its Subsidiaries for the fiscal year then ended, certified by Coopers & LybrxxxPrice Waterhouse, X.L.P. and the consolidated Consolidated balance sheets sheet of the Borrower and its Subsidiaries Loan Party Consolidated Group as at June September 30, 19961995, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower and its Subsidiaries Loan Party Consolidated Group for the six nine months then ended, duly certified by the chief financial officer of the BorrowerHoldings, copies of which have been furnished to each LenderLender Party, fairly present, subject, in the case of said balance sheets as at June September 30, 19961995, and said statements of income, retained earnings income and cash flows flow for the six nine months then ended, to year-end audit adjustments, the consolidated Consolidated financial condition of the Borrower such Person and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower such Person and its Subsidiaries for the period ended on such datesdate, all in conformity with GAAP. (b) Since June 30December 31, 19961994 and through the Effective Date, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither None of the Borrower nor Loan Parties or any of its Subsidiaries had at June 30December 31, 1996 1994 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is required by GAAP to be included in a balance sheet which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretothereto (other than in connection with the Receivables Securitization). (d) The Projections that have been delivered to each Lender, were prepared on the basis As of the assumptions expressed thereinEffective Date, which assumptions the Borrower believed to be reasonable based each Loan Party is, and each Loan Party and its Subsidiaries are, on the information available to the Borrower at the time so furnished and on the Closing Datea consolidated basis, Solvent. (e) The Borrower is, and on a unaudited pro forma consolidated basis balance sheet of the Borrower and its Subsidiaries areConsolidated Subsidiaries, Solvent.a copy of which has been delivered to each Lender Party, has been prepared as of December 31, 1995 and reflects as of such date, on a pro forma basis, the projected Consolidated financial condition of the Borrower and its Subsidiaries. Such pro forma financial statements (including any

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at of ----------------- December 31, 1995, and the related consolidated statements statement of income, retained earnings and cash flows flow of the Borrower for the period from February 7, 1995 (inception) to December 31, 1995, certified by Xxxxxx Xxxxxxxx, LLP, and its Subsidiaries the combined statements of assets, liabilities and net investment and advances of the Initial Hotels and the Approved Hotel Facilities that are Courtyard by Marriott hotels as of December 30, 1994 and as of December 29, 1995, and the related combined statements of revenues and expenses excluding income taxes for the fiscal year then endedended December 29, 1995, certified by Coopers & LybrxxxXxxxxx Xxxxxxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the BorrowerLLP, copies of which have been furnished to each the Lender, fairly present, subject, in present the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries the combined assets, liabilities and net investment and advances of the Initial Hotels and such Approved Hotel Facilities as at of such dates and the consolidated results of the operations of the Borrower and its Subsidiaries the revenues and expenses excluding income taxes, and cash flows of the Initial Hotels and such Approved Hotel Facilities for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961995, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30December 31, 1996 1995 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that unaudited pro forma balance sheets of the Borrower and in respect of the Initial Hotels (the "Pro Forma Balance Sheets"), copies of which have been delivered to each the Lender, were have been prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available with respect to the Borrower at as of December 31, 1995, and with respect to the time so furnished Initial Hotels, as of December 29, 1995, and on reflect as of such dates, the Closing Datepro forma financial condition of the Borrower and of the Initial Hotels. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrowers have heretofore furnished to the Lender (i) the audited consolidated financial statements (including consolidated balance sheet sheets, consolidated statements of income and consolidated statements of cash flows) of the Borrower Company and its consolidated Subsidiaries as at December March 31, 19951996, 1997, and 1998 and for each of the related three (3) consecutive Fiscal Years ended on such dates, and (ii) the unaudited consolidated financial statements (including consolidated balance sheets, consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows flows) of the Borrower Company and its consolidated Subsidiaries for the six months then ended, certified by the chief financial officer as of the BorrowerMarch 31, copies of which 1999 (collectively, the "Financial Statements"). (b) The Financial Statements have been furnished to each Lenderprepared in accordance with GAAP on a consistent basis for all periods, fairly present, subject, are complete and correct in the case of said balance sheets as at June 30, 1996all material respects, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, fairly present the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates said dates, and the consolidated results of operations for the operations periods stated. The books of account and other financial records of the Borrower Company and each of the Subsidiaries have been maintained in accordance with GAAP, consistently applied. The Borrowers acknowledge that the financial results set forth in its Subsidiaries Financial Statements for the period first, second and third quarters of the Fiscal Year ended on March 31,1999 will require restatement and that the representations set forth in this Section 3.01(b) are subject to, and qualified by, any such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse EffectRestatement(s). (c) Neither the Borrower Company nor any of its the Subsidiaries had at June 30has any liabilities, 1996 Indebtedness, obligations or commitments of any material obligationkind or nature whatsoever, whether absolute, accrued, contingent liability or liability otherwise above $100,000 in the aggregate or $25,000 individually (collectively "Liabilities and Contingencies"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any "earn-outs', stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, or in the Pro Forma Balance Sheet, (ii) Liabilities and Contingencies not incurred in the ordinary course of the Business Operations, all of which (and the amounts thereof, to the extent determinable) are disclosed on Schedules to this Agreement (to the extent required to be so disclosed hereunder) or in public filings made with the SEC under the Securities Exchange Act of 1934, as amended (true and complete copies of which filings have been furnished to the Lender), (iii) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, which are not required to be disclosed on Schedules to this Agreement, or (iv) those Liabilities which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of the Company and the Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. The Borrowers have not had and do not presently have any contingent obligations, liabilities for taxes, long-term leases taxes or unusual forward or long-term commitment which is not reflected commitments except as specifically set forth in the balance sheet at such date referred to in subsection (a) above Financial Statements or in the notes theretoSchedule "3.01" annexed hereto. (d) The Projections that Except as otherwise reflected on Schedule "3.01," Schedule "3.04" or Schedule "3.05" to this Agreement, since the date of the most recent Financial Statements, no Material Adverse Effect shall have occurred and shall be continuing, including, without limitation, the following: (i) there has been no change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Company or any of the Subsidiaries; (ii) there have been delivered no write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, accounts receivable or other receivables of, the Company and the Subsidiaries, except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which shall be material (and all of which are described in the Schedules to each Lenderthis Agreement or in the Financial Statements); (iii) no material debts have been canceled, were prepared on no claims or rights of substantial value have been waived and no significant properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the basis Company or any Subsidiary, except in the ordinary course of business and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Company or any of the assumptions expressed thereinSubsidiaries; (v) no material casualty, which assumptions loss or damage has been suffered by the Borrower believed Company or any of the Subsidiaries, regardless of whether such casualty, loss or damage is or was covered by insurance; and (vi) no action described in this Section 3.01(d) has been agreed to be reasonable based on taken by the information available to Company or any of the Borrower at the time so furnished and on the Closing DateSubsidiaries. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (ai) The the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2012 and 2011, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952013, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year six-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, are reasonably likely to have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2020 and 2021, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19952022, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year nine-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, are reasonably likely to have had a Material Adverse Effect. (cb) Neither The Borrower, after giving effect to the Borrower nor any consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2017 and 2018, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19952019, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year nine-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, are reasonably likely to have had a Material Adverse Effect. (cb) Neither The Borrower, after giving effect to the Borrower nor any consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952011, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the six months (6)-month period then ended, certified by the chief . Such financial officer of the Borrower, copies of which statements have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto as of the Restatement Effective Date, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30The Borrower has prepared, 1996and has heretofore furnished to the Administrative Agent a copy of, there has been no Material Adverse Change annual projected balance sheets and there statements of income and cash flows of the Borrower for the five (5)-year period beginning with the year ending December 31, 2010, giving effect to the initial extensions of credit made under this Agreement, including, without limitation, the assumption of the Existing Letters of Credit under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the Restatement Effective Date. The Projections have been no events or developments that prepared in good faith by the aggregate have had executive and financial personnel of the Borrower, are complete as of the Restatement Effective Date and represent as of the Restatement Effective Date a Material Adverse Effectreasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Neither the Borrower nor any Each of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areSubsidiaries, Solventafter giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature in their ordinary course.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2000, 1999 and 1998, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of November 30, 19952001, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year 11-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of the type required to be disclosed by GAAP. Consolidated EBITDA for the 11-month period ended on such datesNovember 30, all in conformity with GAAP2001 is not less than $151,250,000. (b) Since June The unaudited pro forma balance sheet of the Borrower as of November 30, 19962001, there a copy of which has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have heretofore been delivered to each Lenderthe Agent, were prepared on gives pro forma effect to the basis issuance of the Subordinated Notes, the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the financial condition of the Borrower believed to be reasonable based on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrowers have heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of April 30, 2006, 2005 and 2004, in each case with the related statements of income and cash flows for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as at December of July 31, 19952006, and the related consolidated statements of incomeincome and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, retained earnings with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Borrowers have prepared, and have heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower Parent and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated (consisting of balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings income and cash flows prepared by the Borrowers as of the Borrower last day of the fiscal quarter most recently ended prior to Closing and its Subsidiaries for then on a quarterly basis through the six months then endedfiscal quarter ending April 30, certified 2007 and thereafter on an annual basis) through the end of fiscal year 2011, giving effect to the initial extensions of credit made under this Agreement and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the good faith opinion of management of the Borrowers, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the Closing Date. The Projections have been prepared in good faith by the chief executive and financial officer personnel of the BorrowerBorrowers, copies are complete and represent a reasonable estimate of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such dates Subsidiaries, subject to the uncertainties and approximations inherent in any projections, it being understood that there can be no assurance that the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effecttherein will be achieved. (c) Neither Both before and after giving effect to the Borrower nor any making of the initial loans hereunder, each Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured in their ordinary course), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature in their ordinary course.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2004, December 31, 2005 and December 31, 2006 and the related statements of income, shareholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the last fiscal quarter ending at December 31, 1995least 45 days prior to the Closing Date, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings shareholders’ equity and cash flows for the six months partial period then ended. Such consolidated financial statements (A) have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to year-the absence of notes required by GAAP and to normal year end audit adjustments), (B) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries Subsidiaries, and the results of their operations and their cash flows, as at such of the dates and for the consolidated results of the operations periods indicated and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries for as of the period ended on such dates, all in conformity with GAAPdate thereof. (b) Since June 30The Borrower has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 19962006, there has been no Material Adverse Change 2005 and there 2004 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of each Insurance Subsidiary as of the last day of the last fiscal quarter ending at least 45 days before the Closing Date, and for the period beginning on January 1, 2007 and ending on such date, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared, in all material respects, in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such Historical Statutory Statements. (c) Neither (i) the board of directors of the Borrower, a committee thereof or an authorized officer of the Borrower has concluded that any financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (aii) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions has the Borrower believed to been advised by its auditors that a previously issued audit report or interim review cannot be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Daterelied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Issuer has delivered to the Investor copies of (i) the audited consolidated balance sheets of the Issuer and its Subsidiaries as of September 30, 2000, 1999 and 1998, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Deloitte & Touche LLP thereon, (ii) the audited consolidated balance sheets of the Acquired Business as of December 31, 2000 and 1999, and the related statements of income, cash flows and net parent investment for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (iii) the unaudited consolidated balance sheet of the Borrower Issuer and its Subsidiaries as at December of March 31, 19952001 and the related statements of income and cash flows for the six-month period then ended, (iv) the unaudited consolidated balance sheet of the Issuer and its Subsidiaries as of April 30, 2001 and the related statement of income for the seven-month period then ended, and (v) the unaudited consolidated balance sheet of the Acquired Business as of March 31, 2001 and the related statement of income for the three-month period then ended, and (vi) the unaudited consolidated balance sheet of the Acquired Business as of April 30, 2001and the related statement of income for the four-month period then ended (collectively, the "FINANCIAL STATEMENTS"). Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Issuer and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Issuer and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto and except as contemplated in the Transaction Documents, there are no material liabilities or obligations with respect to the Issuer or any of its Subsidiaries of any nature whatsoever that would be required to be reflected in a balance sheet in accordance with GAAP (whether absolute, contingent or otherwise and whether or not due). (b) The unaudited pro forma consolidated balance sheet of the Issuer and its Subsidiaries as of March 31, 2001, a copy of which has been delivered to the Investor, gives pro forma effect to the consummation of the Transactions (other than any changes that may result from any purchase accounting adjustments), and the payment of transaction fees and expenses related consolidated to the Transactions, all as if such events had occurred on such date (the "PRO FORMA BALANCE SHEET"). The Pro Forma Balance Sheet has been prepared in good faith on the basis of reasonable assumptions. (c) The Issuer has prepared, and has heretofore furnished to the Investor a copy of, annual projected balance sheets and statements of income, retained earnings income and cash flows of the Borrower Issuer period beginning with the period beginning March 31, 2001 and its Subsidiaries for ending September 30, 2010, giving effect to the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. Transactions and the consolidated balance sheets payment of transaction fees and expenses related thereto (the "PROJECTIONS"). In the opinion of management of the Borrower and its Subsidiaries as at June 30Issuer, 1996, and the related consolidated statements of income, retained earnings and cash flows assumptions used in the preparation of the Borrower Projections were fair, complete and its Subsidiaries for reasonable when made and continue to be fair, complete and reasonable as of the six months then ended, certified date hereof. The Projections have been prepared in good faith by the chief executive and financial officer personnel of the BorrowerIssuer, copies are complete in all material aspects and represent a reasonable estimate of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower Issuer, subject to the uncertainties and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all approximations inherent in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretoprojections. (d) The Projections that have been delivered Issuer, after giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereintransactions contemplated hereby, which assumptions the Borrower believed (i) has capital sufficient to carry on its businesses as conducted and as proposed to be reasonable based conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the information available amount required to pay the Borrower probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it shall, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2013, 2012 and 2011 and the related statements of income and cash flows for the fiscal years ended December 31, 2013, 2012 and 2011, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 19952014, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and fairly present in accordance with GAAP (x) the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof, and (y) the consolidated results of the operations of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, for the period ended on respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that would in accordance with GAAP have been required to be disclosed or provided for in such dates, all in conformity with GAAPfinancial statements. (b) Since June 30The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries as of December 31, 19962013 and for the fiscal year then ended, there has been no and (ii) the Quarterly Statements of each of its Material Adverse Change Insurance Subsidiaries as of March 31, 2014, and there for the three-month period then ended, each as filed with the relevant Insurance Regulatory Authority. Such financial statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with Applicable Law when filed and fairly present in accordance with SAP the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in such financial statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective financial statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such financial statements. (c) Neither Such Credit Party (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the Borrower nor any amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of the last day of the fiscal year of the Borrower ended on September 30, 19952000, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, with reports thereon by Xxxxx & Young LLP: (i) are complete, accurate and fairly present the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations date thereof and for the period covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long-term leases. (b) The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 25, 1999, and as of the last day of the fiscal quarter of IBP ended on September 23, 2000, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) except as disclosed on Schedule 4.05, are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; (ii) except as disclosed on Schedule 4.05, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) except as specifically disclosed in Schedule 4.05, show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long-term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Banks prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (d) Since June September 30, 19962000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 25, 1999, with respect to IBP and its Subsidiaries, there has been no Material Adverse Change Effect and there have been no events or developments that in the aggregate have had development which has any reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Financial Matters. (ai) The Administrative Agent and the Arrangers shall have received: (A) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 of (1) the Borrower and its Subsidiaries, on a consolidated basis (collectively, the “Borrower Audited Financial Statements”) and (2) Apex Systems and its Subsidiaries, on a consolidated basis (collectively, the “Apex Audited Financial Statements”); (B) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for the fiscal quarter ended March 31, 2012, each fiscal quarter ended after March 31, 2012 and at least 45 days prior to the Closing Date (if any) and each month ended after March 31, 2012 and at least 30 days prior to the Closing Date (if any) of (1) the Borrower and its Subsidiaries, on a consolidated basis (collectively, the “Borrower Interim Financial Statements”) and (2) Apex Systems and its Subsidiaries, on a consolidated basis (the “Apex Interim Financial Statements”); (C) a pro forma consolidated balance sheet and related pro forma consolidated statements of income of the Borrower as of and for the four-quarter period ended March 31, 2012 and for any subsequent four-quarter period ended at least 45 days before the Closing Date (if any), prepared after giving effect to the Transactions as if the Transactions had occurred as of the last day of such four-quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), in each case calculated in accordance with Regulation S-X of the Securities Act of 1933; and (D) projections of balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries as at prepared by management of the Borrower on a quarterly basis through December 31, 1995, 2013 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries annually thereafter for the fiscal five year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on following the Closing Date. (eii) The Borrower is, Consolidated Leverage Ratio (calculated solely for purposes of this Section 4.01(j) to exclude any Revolving Credit Loans borrowed in the initial Credit Extensions and on a consolidated pro forma basis after giving effect to the Borrower and its Subsidiaries are, SolventTransactions in accordance with the pro forma financial statements referred to in clause (i)(C) above of this subsection) shall be less than or equal to 3.95 to 1.00.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 1995, and the related consolidated statements statement of income, retained earnings and cash flows flow of the Borrower and its Subsidiaries for the fiscal year then endedperiod from February 7, 1995 (inception) to March 31, 1995, certified by Coopers & LybrxxxArthur Andersen, X.L.P. LLP, and the consolidated balance sheets xxxxxnxx xxxxxments of assets, liabilities and net investment and advances of the Borrower and its Subsidiaries Initial Hotels as at June of December 30, 19961994, and the related consolidated combined statements of incomerevenues and expenses excluding income taxes, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedfiscal year ended December 30, 1994, certified by Arthur Andersen, LLP, copies xx xxxcx xxxx xeen furnished to year-end audit adjustmentsthe Lender, fairly present the consolidated financial condition of the Borrower and its Subsidiaries the combined assets, liabilities and net investment and advances of the Initial Hotels as at of such dates and the consolidated results of the operations of the Borrower and its Subsidiaries the revenues and expenses excluding income taxes, and cash flows of the Initial Hotels for the period ended on such dates, all in conformity with GAAP. (b) Since June 30March 31, 19961995, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30March 31, 1996 1995 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that unaudited pro forma balance sheets of the Borrower and in respect of the Initial Hotels (the "Pro Forma Balance Sheets"), copies of which have been delivered to each the Lender, were have been prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available with respect to the Borrower at as of March 31, 1995, and with respect to the time so furnished Initial Hotels, as of March 24, 1995, and on reflect as of such dates, the Closing Datepro forma financial condition of the Borrower and of the Initial Hotels. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. The Administrative Agent and the Lenders shall have received: (ai) audited financial statements of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date (the “Borrower Audited Financial Statements”); (ii) audited financial statements of HealthFusion for the two most recent fiscal years of HealthFusion ended at least 90 days prior to the Effective Date (the “HealthFusion Audited Financial Statements”); (iii) unaudited interim consolidated financial statements of the Borrower and of HealthFusion for each quarterly period ended after the latest fiscal year referred to in clause (i) or clause (ii) above, as applicable, and ended at least 60 days prior to the Effective Date (such unaudited financial statement of the Borrower being referred to as the “Borrower Unaudited Financial Statements” and such unaudited financial statement of HealthFusion being referred to as the “HealthFusion Unaudited Financial Statements”); (iv) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2020 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and (v) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) or (ii) above and a pro forma statement of operations for the most recent 12-month period ending on the last day of such period, 1995in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactions, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal year, and consistent in all material respects with the related consolidated statements of income, retained earnings and cash flows of forecasts previously provided to the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. Administrative Agent and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAPLead Arrangers. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Everest Group has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Everest Group and its Subsidiaries as of December 31, 2006, 2005 and 2004 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Everest Group and its Subsidiaries as at December of March 31, 19952007, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the three month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly in all material respects the financial condition of Everest Group and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Everest Group and its Subsidiaries for the respective periods then ended. (b) Everest Group has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2006, 2005 and 2004 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each Insurance Subsidiary as of March 31, 2007, and for the three month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Everest Group has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Everest Group and its Subsidiaries as of December 31, 2015, 2014 and 2013 and the related statements of income, stockholders' equity and cash flows for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Everest Group and its Subsidiaries as at December of March 31, 19952016, and the related consolidated statements of income, retained earnings stockholders' equity and cash flows for the three month period then ended. Such financial 8470562v6 24740.00061 statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly in all material respects the financial condition of Everest Group and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Everest Group and its Subsidiaries for the respective periods then ended. (b) Everest Group has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2015, 2014 and 2013 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each Insurance Subsidiary as of March 31, 2016, and for the three month period then ended, as required to be filed with the relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2002, 2001 and 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as at December 31, 1995of the last day of the third fiscal quarter of fiscal year 2003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year nine-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and (iii) the unaudited consolidated balance sheets sheet of the Borrower Parent and its Subsidiaries as at June 30, 1996of the last day of the tenth fiscal month of fiscal year 2003, and the related consolidated statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for the six months ten-month period then ended, certified by and (iv) the chief financial officer unaudited consolidated balance sheet of the BorrowerBGS Business as of the last day of each of the third fiscal quarter and tenth fiscal month of fiscal year 2003, copies and the related statement of which income for the periods then ended, furnished to the Borrower by OrthoLogic. Such financial statements have been furnished prepared in accordance with GAAP (subject, with respect to each Lenderthe unaudited financial statements, fairly present, subjectto the absence of notes required by GAAP and to normal year-end adjustments and, in the case of said balance sheets the BGS Business financial statements, on the assumption that the BGS Business was a separate business entity reportable in accordance with GAAP) and present fairly in all material respects the financial condition of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as at June 30the case may be, 1996as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries (on a consolidated basis) or the BGS Business, as the case may be, for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Parent and its Subsidiaries or (to the extent being assumed by the Borrower in the BGS Acquisition) the BGS Business of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Pro Forma Balance Sheet gives pro forma effect to the consummation of the BGS Acquisition, the repayment of the Existing Senior Bank Facilities, the initial extensions of credit made under this Agreement, and said statements the payment of incometransaction fees and expenses related to the foregoing, retained earnings all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared in accordance with the requirements of Regulation S-X under the Exchange Act, is based on stated assumptions made in good faith and cash flows for the six months then endedhaving a reasonable basis set forth therein, to year-end audit adjustments, and presents fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries on an unaudited pro forma basis as at such dates and the consolidated results of the operations date set forth therein after giving effect to the consummation of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effecttransactions described above. (c) Neither The Parent has prepared, and has heretofore furnished to the Borrower nor any Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Parent and its Subsidiaries had at June 30(consisting of balance sheets and statements of income and cash flows prepared by the Parent on an annual basis) through the end of fiscal year 2009, 1996 any material obligationgiving effect to the consummation of the BGS Acquisition, contingent liability or liability for taxesthe repayment of the Existing Senior Bank Facilities, long-term leases or unusual forward or long-term commitment which is not reflected the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the good faith opinion of management of the Parent, the assumptions used in the balance sheet at such preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date referred hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Parent, are complete and represent a reasonable estimate of the future performance and financial condition of the Parent and its Subsidiaries, subject to the uncertainties and approximations inherent in subsection (a) above or in the notes theretoany projections. (d) The Projections that have been delivered After giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereinBGS Acquisition and the transactions contemplated hereby, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries arethe Credit Parties taken as a whole (i) have capital sufficient to carry on their businesses as conducted and as proposed to be conducted, Solvent(ii) have assets with a fair saleable value, determined on a going concern basis, which, together with anticipated cash flows, are (y) not less than the amount required to pay the probable liability on their existing debts as they become absolute and matured and (z) greater than the total amount of their liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in their ordinary course.

Financial Matters. (a) The Set forth on Schedule 3.6(a) are the following financial statements (collectively, the “Financial Statements”): (i) (A) the audited consolidated balance sheets of SBRM and SBRST as of December 31, 2015 and December 31, 2016, and in each case, the related audited consolidated statements of operations, statements of change in member’s capital and statements of cash flows of SBRM and SBRST for the years then ended and (B) the audited consolidated balance sheets of Seller (including OES) as of December 31, 2015 and December 31, 2016, and in each case, the related audited consolidated statements of operations, statements of change in member’s capital and statements of cash flows of Seller (including OES) for the years then ended; and (ii) the unaudited consolidated balance sheet of SBRM and SBRST as of September 30, 2017 (the Borrower and its Subsidiaries as at December 31, 1995“Reference Balance Sheet Date”), and the related unaudited consolidated statements of incomeoperations, retained earnings statements of change in member’s capital and statements of cash flows of the Borrower SBRM and its Subsidiaries SBRST for the fiscal year 9-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the unaudited consolidated balance sheets sheet of OES as of the Borrower and its Subsidiaries as at June 30, 1996Reference Balance Sheet Date, and the related unaudited consolidated statements statement of income, retained earnings operations and statement of cash flows of the Borrower and its Subsidiaries OES for the six months 9-month period then endedended (collectively, certified by the chief financial officer of “Interim Financial Statements”). (b) Except as disclosed in Schedule 3.6(b), the Borrower, copies of which Financial Statements (i) have been furnished prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except to each Lender, fairly presentthe extent disclosed therein or required by changes in GAAP), subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedInterim Financial Statements, to normal, recurring year-end audit adjustmentsand quarterly adjustments and the absence of footnote disclosures required by GAAP, and (ii) fairly present in all material respects the consolidated financial condition of the Borrower condition, equity, cashflows and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower Acquired Companies at the respective dates and its Subsidiaries for the period ended on such dates, respective periods described above and are consistent in all material respects with the Records of the Acquired Companies. The Financial Statements described in conformity with GAAP. (bSection 3.6(a)(i) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on a consistent basis with the basis Financial Statements described in Section 3.6(a)(ii), subject, in the case of the assumptions expressed thereinInterim Financial Statements, which assumptions to normal, recurring year-end and quarterly adjustments and the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Dateabsence of footnote disclosures required by GAAP. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet sheets of the Borrower Platinum Holdings and its Subsidiaries as at of December 31, 19952010, 2009 and 2008, in each case with the related consolidated statements of operations and comprehensive income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings shareholders’ equity and cash flows for the six months Fiscal Year then ended, to year-end audit adjustmentstogether with the opinion of KPMG Bermuda (in the case of 2010 and 2009) or KPMG LLP (in the case of 2008) thereon, and (ii) the unaudited consolidated financial condition balance sheet of the Borrower Platinum Holdings and its Subsidiaries as at such of March 31, 2011, and the related statements of income, shareholders’ equity and cash flows for the three-month period then ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly, in all material respects, the financial position of Platinum Holdings and its Subsidiaries, and the results of their operations and their cash flows, in each case as of the dates and for the consolidated results periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the operations date of the Borrower and its Subsidiaries for the period ended on such datesfinancial statements, all no Credit Party had any material liability or obligation that, in conformity accordance with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there would have been no events required to have been disclosed or developments that provided for in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability such financial statements or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (db) Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2010, and 2009 and for the Fiscal Years then ended, and (ii) the Quarterly Statement of Platinum US as of March 31, 2011, and for the three-month period then ended, in each case as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Projections that Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been delivered prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to each Lenderthe Quarterly Statements, were prepared on to the basis absence of notes required by SAP and to normal year-end adjustments), were, in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the assumptions expressed thereinrespective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, which assumptions changes in capital and surplus and cash flows of the Borrower believed respective Material Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, policy and contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Datehave been disclosed or provided for in such Historical Statutory Statements. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent, the Syndication Agents and the Documentation Agents copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 28, 2002, December 29, 2001 and December 30, 2000, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP or Xxxxxx Xxxxxxxx LLP (as the case may be) thereon, (ii) the audited consolidated balance sheets of Mettis and its Subsidiaries as of March 31, 2003 and March 31, 2002 and the audited combined balance sheets of Mettis and its Subsidiaries as of March 31, 2001, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers LLP thereon, (iii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995of the last day of the fourth fiscal month of fiscal year 2003, and the related consolidated statements of income, retained earnings and cash flows and stockholders’ equity for the four-month period then ended and (iv) the unaudited monthly financial statements prepared for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. as of May 2, 2003 and for the one-month period then ended furnished to Borrower by Mettis Group Limited. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments, and provided that (y) the monthly financial statements for Xxxxxxxx Precision Components Limited, Jet Engineering Inc. and Ultrexx, Inc. referred to in clause (iv) above have been prepared in accordance with UK GAAP and (z) the audited financial statements of Mettis and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which referred to in clause (ii) above have been furnished prepared in accordance with United States GAAP (i.e., GAAP determined without regard to each Lender, fairly present, subject, the proviso in the case definition of said balance sheets as at June 30, 1996, such term) and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries or Mettis and its Subsidiaries, as at such the case may be, as of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries or Mettis and its Subsidiaries, as the case may be, for the period ended on respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries or Mettis and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such dates, all in conformity with GAAPfinancial statements and that are not so reflected. (b) Since June 30The Pro Forma Balance Sheet gives pro forma effect to the consummation of the Mettis Acquisition, 1996the issuance of the Subordinated Notes, there the consummation of the Equity Capitalization, the repayment of the Existing Senior Bank Facilities and the other Terminating Indebtedness, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been no Material Adverse Change prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and there have been no events or developments subject to normal year-end adjustments, and provided that the financial information for Mettis and its Subsidiaries incorporated therein is provided under UK GAAP) and, based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the aggregate have had a Material Adverse Effectconsolidated financial condition of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) Neither The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and statements of income and cash flows of the Borrower nor any of and its Subsidiaries had at June 30(consisting of balance sheets and statements of income and cash flows prepared jointly by Sponsor and the Borrower on a quarterly basis through fiscal year 2003 and thereafter on an annual basis) for the seven fiscal-year period through the end of fiscal year 2009, 1996 any material obligationgiving effect to the consummation of the Mettis Acquisition, contingent liability or liability for taxesthe issuance of the Subordinated Notes, long-term leases or unusual forward or long-term commitment which is not reflected the consummation of the Equity Capitalization, the repayment of the Existing Senior Bank Facilities and the other Terminating Indebtedness, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions (the “Projections”). In the good faith opinion of management of the Borrower, the assumptions used in the balance sheet at such preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date referred hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in subsection (a) above or in the notes theretoany projections. (d) The Projections that have been delivered After giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereinTransactions, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and Credit Parties taken as a whole on a consolidated basis (i) have capital sufficient to carry on their businesses as conducted and as proposed to be conducted, (ii) have assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the Borrower amount required to pay the probable liability on their existing debts as they become absolute and its Subsidiaries arematured and (z) greater than the total amount of their liabilities (including identified contingent liabilities, Solventvalued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in their ordinary course.

Financial Matters. (a) The consolidated balance sheet of the Borrower CEI and its consolidated Subsidiaries as at December 31, 19952002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower CEI and its consolidated Subsidiaries for the fiscal year then ended, certified by Coopers & LybrxxxKPMG LLP, X.L.P. and the consolidated balance sheets of the Borrower CEI and its consolidated Subsidiaries as at June 30, 19962003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower CEI and its consolidated Subsidiaries for the six months then ended, certified by the chief financial officer of the BorrowerCEI, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 19962003, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower CEI and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Borrower CEI and its consolidated Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19962002, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect, except as described on Schedule 4.04(b). (c) Neither the Borrower CEI nor any of its consolidated Subsidiaries had at June 30, 1996 2003 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have unaudited pro forma consolidated projections of CEI and its consolidated Subsidiaries, a copy of which has been delivered to each Lenderthe Administrative Agent, were has been prepared as of June 10, 2003, reflects as of such date, on a pro forma basis, the basis consolidated cash flows of CEI and its consolidated Subsidiaries, and the projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower CEI at the time so furnished and on the Closing Datefurnished. (e) The Borrower isAs of the Closing Date (and after giving effect to the making of Loans on the Closing Date) CEI, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.each member of the CEI Group listed on Schedule 4.04

Financial Matters. (a) The Borrowers have heretofore furnished to the Administrative Agent copies of the audited consolidated balance sheet of the Borrower Parent and its Subsidiaries as at of December 31, 19952007, and the related consolidated statements of income, retained earnings and cash flows and stockholders’ equity for the fiscal year then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the results of operations of the Parent and its Subsidiaries on a consolidated basis for the respective periods then ended. (b) The Parent has furnished to the Administrative Agent copies of the Annual Statements of each Insurance Subsidiary as of December 31, 2007 for the fiscal year then ended, certified by Coopers & Lybrxxxeach as filed with the relevant Insurance Regulatory Authority, X.L.P. each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the consolidated balance sheets valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the quarterly statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the Borrower and its respective Insurance Subsidiaries covered thereby as at June 30, 1996, of the respective dates thereof and the related consolidated statements results of incomeoperations, retained earnings changes in capital and surplus and cash flows of the Borrower and its respective Insurance Subsidiaries covered thereby for the six months respective periods then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2008, 2007, and 2006, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 19952009, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year three-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, is reasonably likely to have had a Material Adverse Effect. (b) The Borrower, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (c) Neither The Borrower has heretofore furnished to the Borrower nor any Administrative Agent copies of (i) the Annual Statements of each of its Insurance Subsidiaries had at June 30as of December 31, 1996 any material obligation2008, contingent liability or liability 2007 and 2006, and for taxesthe fiscal years then ended, long-term leases or unusual forward or long-term commitment which is not as applicable, and (ii) the Quarterly Statements of each of its Insurance Subsidiaries as of the end of the first fiscal quarter of 2009, and for the end of the fiscal quarter then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP where required (except as may be reflected in the balance sheet at such date referred notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in subsection (a) above compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the notes thereto. Historical Statutory Statements (dincluding, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) The Projections that that, in accordance with SAP, would have been delivered required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each LenderInsurance Subsidiary fairly disclose all of its material transactions, were prepared on the basis of the assumptions expressed thereinproperties, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished assets, investments, liabilities and on the Closing Dateobligations, are in its possession and are true, correct and complete in all material respects. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower CEI and its consolidated Subsidiaries as at December 31, 19952002, and the related consolidated statements of income, retained earnings and cash flows of the Borrower CEI and its consolidated Subsidiaries for the fiscal year then ended, certified by Coopers & LybrxxxKPMG LLP, X.L.P. and the consolidated balance sheets of the Borrower CEI and its consolidated Subsidiaries as at June September 30, 19962003, and the related consolidated statements of income, retained earnings income and cash flows of the Borrower CEI and its consolidated Subsidiaries for the six nine months then ended, certified by the chief financial officer of the BorrowerCEI, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June September 30, 19962003, and said statements of income, retained earnings income and cash flows for the six nine months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower CEI and its consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Borrower CEI and its consolidated Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19962002, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had had, or could reasonably be expected to have, a Material Adverse Effect, except as described in the filings and reports of CEI filed with the Securities and Exchange Commission prior to the date hereof or on Schedule 4.04(b). (c) Neither the Borrower CEI nor any of its consolidated Subsidiaries had at June September 30, 1996 2003 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not required by GAAP to be, but is not, reflected in the balance sheet or the notes to the related financial statements at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have unaudited pro forma projections of CEI and its Subsidiaries, a copy of which has been delivered to each Lenderthe Administrative Agent, have been prepared as of January, 2004, and were prepared on the basis of the in good faith based upon assumptions expressed therein, which assumptions the Borrower believed by CEI to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Datesuch date. (e) The Borrower isAs of the Closing Date (and after giving effect to the making of Loans and the issuance of Letters of Credit on the Closing Date) CEI, and on a consolidated basis the Borrower and its Subsidiaries areeach member of the CEI Group listed on Schedule 4.04(e) is Solvent. From and after the Closing Date, each of CEI and the Borrower is Solvent. (f) For purposes of the last paragraph of Section 3.10(b) of the 8.10% Senior Notes Indenture and the last paragraph of Section 3.2(b) of the First Supplemental Indenture, CEI has classified and will maintain the classification of: (i) an aggregate amount of $112,635,500 of the Term Loans funded on the Closing Date (the “Closing Term Loan Exposure”), the 8.10% Senior Notes-Related Term Loans when funded (the “Senior Notes Term Loan Exposure” and, collectively with the Closing Term Loan Exposure, the “Specified Term Loan Exposure”), and an aggregate amount of $762,000 of Letter of Credit Liabilities incurred on the Closing Date (the “Specified Revolving Exposure”), in each case together with all Guaranties thereof under the Financing Documents, as Debt incurred pursuant to Section 3.10(b)(vi) of the 8.10% Senior Notes Indenture and Section 3.2(b)(vi) of the First Supplemental Indenture; (ii) all other Term Loans (including all CEA-Related Term Loans), all other Revolving Credit Loans and all other Letter of Credit Liabilities and Reimbursement Obligations (including in respect of CMA-Related Letters of Credit), together with all guaranties thereof under the Financing Documents, as Debt incurred pursuant to Section 3.10(b)(xi) of the 8.10% Senior Notes Indenture and clause (xi) of Section 3.2(b) of the First Supplemental Indenture; (iii) the Specified Revolving Exposure as the last Revolving Credit Loans and Letter of Credit Liabilities to be credited with any payment applied to Revolving Credit Loans and Letter of Credit Liabilities; and (iv) the Specified Term Loan Exposure as the last Term Loans to be credited with any payment applied to Term Loans.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2004, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952005, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the six months (6)-month period then ended, certified by the chief . Such financial officer of the Borrower, copies of which statements have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto as of the Closing Date, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30The Borrower has prepared, 1996and has heretofore furnished to the Agent a copy of, there has been no Material Adverse Change annual projected balance sheets and there statements of income and cash flows of the Borrower for the five-year period beginning with the year ending December 31, 2005, giving effect to the initial extensions of credit made under this Agreement, including, without limitation, the assumption of the Existing Letters of Credit under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the Closing Date. The Projections have been no events or developments that prepared in good faith by the aggregate have had executive and financial personnel of the Borrower, are complete as of the Closing Date and represent as of the Closing Date a Material Adverse Effectreasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Neither the Borrower nor any Each of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areSubsidiaries, Solventafter giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet sheets of the Borrower Platinum Holdings and its Subsidiaries as at of December 31, 19952005, 2004 and 2003 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings stockholders’ equity and cash flows for the six months fiscal years or period then ended, to year-end audit adjustmentstogether with the opinion of KPMG thereon, and (ii) the unaudited consolidated financial condition balance sheet of the Borrower Platinum Holdings and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 19962006, there has been no Material Adverse Change and there the related statements of income, stockholders’ equity and cash flows for the six-month period then ended. Such consolidated financial statements have been no events or developments that prepared in accordance with accounting principles generally accepted in the aggregate have United States of America (subject, with respect to the unaudited financial statements, to the absence of notes required by such accounting principles and to normal year end adjustments) and present fairly, in all material respects, the financial position of Platinum Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none of the Credit Parties had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for taxes, long-term leases in such financial statements or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (db) Platinum Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2005 and 2004 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of Platinum US as of June 30, 2006, and for the six-month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Projections that Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been delivered prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to each Lenderthe Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were prepared on in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the basis financial condition of the assumptions expressed thereinrespective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, which assumptions changes in capital and surplus and cash flows of the Borrower believed respective Material Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Datehave been disclosed or provided for in such Historical Statutory Statements. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2005, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the six months (6)-month period then ended, certified by the chief . Such financial officer of the Borrower, copies of which statements have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto as of the Restatement Effective Date, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30The Borrower has prepared, 1996and has heretofore furnished to the Administrative Agent a copy of, there has been no Material Adverse Change annual projected balance sheets and there statements of income and cash flows of the Borrower for the five-year period beginning with the year ending December 31, 2006, giving effect to the initial extensions of credit made under this Agreement, including, without limitation, the assumption of the Existing Letters of Credit under this Agreement, and the payment of transaction fees and expenses related to the foregoing (the “Projections”). In the opinion of management of the Borrower, the assumptions used in the preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the Restatement Effective Date. The Projections have been no events or developments that prepared in good faith by the aggregate have had executive and financial personnel of the Borrower, are complete as of the Restatement Effective Date and represent as of the Restatement Effective Date a Material Adverse Effectreasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in any projections. (c) Neither the Borrower nor any Each of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areSubsidiaries, Solventafter giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of the (i) audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2001, 2000, and 1999, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Ernst & Young, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 1995, 2002 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year three-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30The Borrower has heretofore furnished to the Administrative Agent copies of the (i) audited consolidated balance sheets of Hobbs and its Subsidiaries as of December 31, 19962001, 2000, and 1999, xxx xhe related statements of income, cash flows and members' equity for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of Hobbs and its Subsidiaries as of March 31, 2002 and the related staxxxxxts of income, cash flows and members equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of Hobbs and its Subsidiaries on a consolidated basis as of the respecxxxx dates thereof and the consolidated results of operations of Hobbs and its Subsidiaries for the respective periods then ended. Xxcept as fully reflected in the most recent financial statements referred to above and the notes thereto, there has been are no Material Adverse Change material liabilities or obligations with respect to Hobbs or any of its Subsidiaries of any nature whatsoever (whether xxxxlute, contingent or otherwise and there have been no events whether or developments that in the aggregate have had a Material Adverse Effectnot due). (c) Neither The unaudited pro forma balance sheet and income statement of the Borrower nor any as of its Subsidiaries had at June 30March 31, 1996 any material obligation2002, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment copies of which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have heretofore been delivered to each Lenderthe Administrative Agent, were prepared on give pro forma effect to the basis consummation of the Transactions, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the financial condition of the Borrower believed to be reasonable based on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of CRA and its Subsidiaries as of December 31, 1996, 1995, and 1994, and the related consolidated statements of income and cash flows for the fiscal years ended December 31, 1996, 1995 and 1994, together with the opinion of Xxxxxx Xxxxxxxx LLP thereon, and (ii) the unaudited consolidated balance sheet of CRA and its Subsidiaries as of June 30, 1997, and the related consolidated statements of income and cash flows for the six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of CRA and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of CRA and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to CRA or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of OccuSystems and its Subsidiaries as of December 31, 1996, 1995, and 1994, and the related consolidated statements of income and cash flows for the fiscal years ended December 31, 1996, 1995 and 1994, together with the opinion of Xxxxxx Xxxxxxxx LLP thereon, and (ii) the unaudited consolidated balance sheet of OccuSystems and its Subsidiaries as of June 30, 1997, and the related consolidated statements of income and cash flows for the six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of OccuSystems and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of OccuSystems and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to OccuSystems or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (c) The Borrower has heretofore furnished to the Administrative Agent copies of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at of September 30, 1997 and December 31, 19951996, the unaudited consolidated statements of income of the Borrower and its Subsidiaries for the three-month and nine-month periods ended September 30, 1997 and 1996, and the related unaudited consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June nine-month periods ended September 30, 1997 and 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished prepared in accordance with GAAP (subject to each Lender, fairly present, subject, in the case absence of said balance sheets as at June 30, 1996, notes required by GAAP and said statements of income, retained earnings and cash flows for the six months then ended, to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the respective periods then ended (and, as to the financial statements as of and for any period ended on such dates, all in conformity with GAAP. (b) Since June any date prior to September 30, 19961997, giving pro forma effect to the consummation of the Reorganization). Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there has been are no Material Adverse Change and there have been no events material liabilities or developments that in the aggregate have had a Material Adverse Effect. (c) Neither obligations with respect to the Borrower nor or any of its Subsidiaries had at June 30, 1996 of any material obligationnature whatsoever (whether absolute, contingent liability or liability for taxes, long-term leases otherwise and whether or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretodue). (d) The Projections that Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of PPS and its Subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income and cash flows for the fiscal years ended December 31, 1996 and 1995, together with the opinion of Xxxxxx Xxxxxxxx LLP thereon, and (ii) the unaudited consolidated balance sheet of PPS and its Subsidiaries as of September 30, 1997, and the related consolidated statements of income and cash flows for the nine-month period then ended. Such financial statements have been delivered prepared in accordance with GAAP (subject, with respect to each Lenderthe unaudited financial statements, were prepared to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of PPS and its Subsidiaries on the a consolidated basis as of the assumptions expressed thereinrespective dates thereof and the consolidated results of operations of PPS and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, which assumptions the Borrower believed there are no material liabilities or obligations with respect to be reasonable based on the information available to the Borrower at the time so furnished PPS or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and on the Closing Datewhether or not due). (e) The Borrower ishas heretofore furnished to the Administrative Agent copies of the audited balance sheets of About Health as of December 31, 1996 and 1995, and on a consolidated basis the related statements of income and cash flows for the fiscal years ended December 31, 1996 and 1995, together with the opinion of Coopers & Xxxxxxx L.L.P. thereon. Such financial statements have been prepared in accordance with GAAP and present fairly the financial condition of About Health as of the respective dates thereof and the results of operations of About Health for the respective periods then ended. (f) The unaudited pro forma balance sheet of the Borrower as of December 31, 1997, a copy of which has heretofore been delivered to the Administrative Agent, gives pro forma effect to the consummation of the PPS Acquisition, the transactions contemplated by this Agreement and its Subsidiaries arethe payment of all transaction fees and expenses related to the foregoing, Solventall as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above.

Financial Matters. (a) The Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Swiss Holdings and its Subsidiaries as of December 31, 2011 and 2010 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Deloitte thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Swiss Holdings and its Subsidiaries as at December of March 31, 19952012, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the three-month period then ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly, in all material respects, the financial position of Swiss Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the date of such financial statements, none of the Credit Parties had any material liability or obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for in such financial statements or the notes thereto. (b) Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2011 and 2010 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Material Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, certified by Coopers & Lybrxxxpolicy and contract claims and statutory liabilities), X.L.P. and the consolidated balance sheets no Material Insurance Subsidiary had, as of the Borrower date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30whether or not due) that, 1996in accordance with SAP, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which would have been furnished required to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events disclosed or developments that provided for in the aggregate have had a Material Adverse Effectsuch Historical Statutory Statements. (c) Neither (i) the Borrower nor board of directors of such Credit Party, a committee thereof or an authorized officer of such Credit Party has concluded that any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available financial statement previously furnished to the Borrower at the time so furnished and on the Closing DateAdministrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has such Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2004 and 2003 and the related statements of income and cash flows for the fiscal years ended December 31, 2004, 2003 and 2002, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952005, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and fairly present in accordance with GAAP (x) the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof, and (y) the consolidated results of the operations of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, for the period ended on respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that would in accordance with GAAP have been required to be disclosed or provided for in such dates, all in conformity with GAAPfinancial statements. (b) Since June 30The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries as of December 31, 19962004 and for the fiscal year then ended, there has been no and (ii) the Quarterly Statements of each of its Material Adverse Change Insurance Subsidiaries as of March 31, 2005, and there for the three-month period then ended, each as filed with the relevant Insurance Regulatory Authority. Such financial statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with Applicable Law when filed and fairly present in accordance with SAP the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in such financial statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective financial statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such financial statements. (c) Neither The Borrower, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the Borrower nor any amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of the (i) audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2003, 2002, and 2001, in each case with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 1995, 2004 and the related consolidated statements of income, retained earnings cash flows and stockholders’ equity for the nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of the Bo rrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries on a consolidated basis for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The unaudited pro forma balance sheet and income statement of the Borrower as of September 30, 2004, copies of which have heretofore been delivered to the Administrative Agent, give pro forma effect to the amendment and restatement of the Loans, the repayment of the Terminating Indebtedness, the other extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing and the consummation of the other transactions contemplated hereby, as if such transactions had occurred on such date (the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, annual projected consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for through December 31, 2011, giving effect to the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and transactions contemplated hereby (the consolidated balance sheets “Projections”). In the opinion of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer management of the Borrower, copies the assumptions used in the preparation of which the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been furnished to each Lenderprepared in good faith by the executive and financial personnel of the Borrower, fairly present, subject, in are complete and represent a reasonable estimate of the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates Subsidiaries, subject to the uncertainties and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all approximations inherent in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretoprojections. (d) The Projections that have been delivered to each Lender, were prepared on the basis Each of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and the Subsidiary Guarantors, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its Subsidiaries arebusinesses as conducted and as proposed to be conducted, Solvent(ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Holdings has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 2006, 2005 and 2004 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Deloitte thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at December 31of September 30, 19952007, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the nine-month period then ended. Such consolidated financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly, in all material respects, the financial position of Holdings and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 5.1, as of the date of such financial statements, none of the Credit Parties had any material liability or obligation that, in accordance with GAAP, would have been required to have been disclosed or provided for in such financial statements or the notes thereto. (b) Holdings has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Material Insurance Subsidiary as of December 31, 2006 and 2005 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Material Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, certified by Coopers & Lybrxxxpolicy and contract claims and statutory liabilities), X.L.P. and the consolidated balance sheets no Material Insurance Subsidiary had, as of the Borrower date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30whether or not due) that, 1996in accordance with SAP, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which would have been furnished required to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events disclosed or developments that provided for in the aggregate have had a Material Adverse Effectsuch Historical Statutory Statements. (c) Neither (i) the Borrower nor board of directors of such Credit Party, a committee thereof or an authorized officer of such Credit Party has concluded that any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available financial statement previously furnished to the Borrower at the time so furnished and on the Closing DateAdministrative Agent or any Lender should no longer be relied upon because of an error, nor (ii) has such Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December January 31, 1995, 1998 and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers Deloitte & Lybrxxx, X.L.P. Touche and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30May 2, 19961998, and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the six months thirteen weeks then ended, certified by the chief financial officer of the Borrower, Borrower copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30May 2, 19961998, and said statements of incomeoperations, retained earnings shareholders' equity and cash flows for the six months thirteen weeks then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30January 31, 19961998, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither The unaudited pro forma consolidated balance sheet of the Borrower nor any and its Subsidiaries, a copy of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has been delivered to each LenderLender prior to the date of this Agreement, were prepared on gives effect to the basis Stone & Thomxx Xxxuisition, the financing thereof and all fees and expenses payable in connection therewith and reflect as of the date thereof, on a pro forma basis, the consolidated financial condition of the Borrower and its Subsidiaries assuming the consummation of the Stone & Thomxx Xxxuisition and the financing thereof had actually occurred on such date, and the projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower at the time so furnished and on the Closing Effective Date. (ed) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1997, 1996, and 1995, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19951998, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year six-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 6.1, or (z) any Form 8-K filed by the Borrower with GAAPthe Securities and Exchange Commission and previously delivered by the Borrower to Lenders, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since The unaudited pro forma balance sheet of the Borrower as of June 30, 19961998, there a copy of which has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have heretofore been delivered to each Lenderthe Agent, were prepared on gives pro forma effect to the basis consummation of the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the financial condition of the Borrower believed to be reasonable based on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The To the knowledge of the Borrower, the ----------------- audited consolidated balance sheet sheets of the Borrower and its Subsidiaries as Xxxxxxxx at December 31November 30, 1995, 1994 and 1993 and the related consolidated statements of income, retained earnings stockholders equity and cash flows of the Borrower and its Subsidiaries Xxxxxxxx for the fiscal three-year period ended November 30, 1995 certified by Ernst & Young, L.L.P., copies of which have been delivered to the Agent, were prepared in accordance with GAAP, have been prepared from, and are consistent with, the books and records of Xxxxxxxx and fairly present the consolidated financial position of Xxxxxxxx as at the respective dates thereof and the consolidated results of operations and cash flows of Xxxxxxxx for the periods then ended. No events which have had or could reasonably be expected to have a Material Adverse Effect have occurred since November 30, certified by Coopers & Lybrxxx1995 (it being understood that, X.L.P. and with regard solely to the period from November 30, 1995 to the Closing Date, such representation is made as to the knowledge of the Borrower). (b) To the knowledge of the Borrower, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as Xxxxxxxx at June 30August 31, 1996, 1996 and the related consolidated statements of income, retained earnings stockholders equity and cash flows of Xxxxxxxx for the nine-month period then ended, copies of which have been delivered to the Agent, were prepared in accordance with GAAP consistently applied (except to the extent noted therein), have been prepared from, and are consistent with, the books and records of Xxxxxxxx and fairly present the consolidated financial position of Xxxxxxxx as of such date and the consolidated results of operations and cash flows of Xxxxxxxx for the period covered thereby, in each case subject to normal year-end audit adjustments (including footnotes), consistent with past practices. (c) The unaudited pro forma sheet of the Borrower as of August 31, 1996, a copy of which has heretofore been delivered to the Agent (the "Pro Forma Balance Sheet"), gives pro forma effect to the consummation of the Xxxxxxxx Acquisition, the issuance of the Senior Indebtedness, the completion of the Equity Financing, the extensions of credit made under this Agreement, the payment of transaction fees and expenses incident to the foregoing, and the consummation of all other Transactions, all as if such events had occurred on such date. The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the financial condition of the Borrower on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the Transactions as described above. Prior to the Closing Date, the Borrower has not engaged in any business, owned any assets or incurred or assumed any liabilities except in connection with the execution and performance of the Transaction Documents. (d) The Borrower has prepared, and has heretofore furnished to the Agent a copy of, annual projected balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for the six months then endedsix-year period beginning with the year ended December 31, certified by 1996, giving effect to the chief financial officer consummation of the Xxxxxxxx Acquisition, the issuance of the Senior Indebtedness, the completion of the Equity Financing, the extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions (the "Projections"). In the opinion of management of the Borrower, copies the assumptions used in the preparation of which the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been furnished to each Lenderprepared in good faith by the executive and financial personnel of the Borrower, fairly present, subject, in are complete and represent a reasonable estimate of the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesBorrower, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available subject to the Borrower at uncertainties and approximations inherent in any projections and without any representation or warranty that the time so furnished and on the Closing Dateprojected results will be achieved. (e) Upon consummation of the Transactions and as of the Closing Date: (i) The Borrower is, and on a consolidated basis fair saleable value of the assets of the Borrower and each of its Subsidiaries, on a stand-alone basis, exceeds the amount that will reasonably be required to be paid on or in respect of the existing debts and other liabilities (including Contingent Obligations) of such Person as they mature. (ii) The assets of each of the Borrower and each of its Subsidiaries, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as conducted as of the Closing Date and as proposed to be conducted, including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted and to be conducted by such Person, and the availability of capital in respect thereof (with reference, without limitation, to the Projections). (iii) The Borrower does not intend to, and does not intend to permit any of its Subsidiaries to, incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). As of the Closing Date, the anticipated cash flow of the Borrower and each of its Subsidiaries, after taking into account all presently anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of Indebtedness of each such Person when such amounts are, Solventas anticipated as of the Closing Date, required to be paid. (iv) The Borrower does not intend, and does not believe, that final judgments against any of the Borrower or its Subsidiaries in actions for money damages will be rendered at a time when, or in an amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered). The anticipated cash flow of the Borrower and each of its Subsidiaries, on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (including the payments on or in respect of debt referred to in clause (iii) of this SECTION 4.10(E)), will at all times be sufficient to pay all such judgments promptly in accordance with their terms.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 19951998, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified audited by Coopers & LybrxxxPricewaterhouseCoopers LLP, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30December 31, 19961998, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six twelve months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30December 31, 19961998, and said statements of income, retained earnings and cash flows for the six twelve months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961998, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30December 31, 1996 1998 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Schedule 3.5(a) of the Seller Disclosure Schedule sets forth (i) a consolidated unaudited balance sheet of the Borrower L&W and its Subsidiaries dated as at December 31of June 30, 19952016 (such balance sheet, including the applicable notes, principles and other descriptions referenced on such Schedule 3.5(a), the “Most Recent Balance Sheet”) and the related consolidated statements unaudited statement of incomeoperations for the six months then-ended, retained earnings and cash flows (ii) the consolidated audited balance sheets of the Borrower L&W and its Subsidiaries for the fiscal year then endeddated as of December 31, certified by Coopers & Lybrxxx2015 and as of December 31, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, 2014 and the related consolidated audited statements of incomeoperations, retained earnings cash flows and changes in net parent investment for each of the three years in the period ended December 31, 2015 (collectively, the documents referred to in the immediately preceding clauses (i) and (ii), the “Business Financial Statements”). The Business was not conducted on a stand-alone basis during the periods indicated in the Business Financial Statements, and the Business Financial Statements were prepared solely for the purpose of this Agreement. The Business Financial Statements (A) have been prepared in accordance with GAAP, except that the unaudited statements for the six-month period ended June 30, 2016 are subject to normal year-end adjustments and include all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented, and (B) do not contain all of the footnotes or other presentation items otherwise required by GAAP. The Business Financial Statements present fairly, in all material respects, the financial position of the Acquired Companies and the results of their operations and cash flows in accordance with GAAP as of the Borrower dates and its Subsidiaries for the six months then endedperiods indicated; provided, certified by that the chief financial officer Business Financial Statements include allocations of expenses from the Seller which may not be reflective of the Borrower, copies actual level of costs which would have been furnished to each Lender, fairly present, subject, in incurred had the case of said balance sheets Acquired Companies operated as at June 30, 1996, and said statements of income, retained earnings and cash flows for a separate entity apart from the six months then ended, to year-end audit adjustments, Seller. Since the consolidated financial condition date of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996Most Recent Balance Sheet, there has not been no Material Adverse Change and there have been no events any event that has had, or developments that in the aggregate have had would reasonably be expected to result in, a Material Adverse Effect. (cb) Neither Except as set forth on Schedule 3.5(b) of the Borrower nor any of its Subsidiaries had at June 30Seller Disclosure Schedules and except as, 1996 any material obligationand to the extent, contingent liability reflected or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected reserved against in the balance sheet at such date referred to in subsection Business Financial Statements (a) above or in including the notes thereto), there are no Liabilities related to the Business, except for Liabilities: (i) incurred in connection with the Contemplated Transactions (including all Liabilities assumed by L&W pursuant to Section 1.2(a)); or (ii) incurred in the Ordinary Course since the date of the Most Recent Balance Sheet. (dc) The Projections that have been delivered to each Lender, were prepared on Since the basis date of the assumptions expressed thereinMost Recent Balance Sheet, which assumptions neither the Borrower believed Seller nor any member of the Seller Group has caused any of the Acquired Companies to be reasonable based on incur, assume, guarantee or otherwise become subject to any Liability that was not related primarily to and incurred in connection with the information available to conduct of the Borrower at Business in the time so furnished and on the Closing DateOrdinary Course. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated Consolidated balance sheet of the Borrower WHX and its Consolidated Subsidiaries as at December 31, 19951994, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower WHX and its Subsidiaries for the fiscal year then ended, certified by Coopers & LybrxxxPrice Waterhouse, X.L.P. and the consolidated Consolidated balance sheets sheet of the Borrower and its Subsidiaries Loan Party Consolidated Group as at June September 30, 19961995, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower and its Subsidiaries Loan Party Consolidated Group for the six nine months then ended, duly certified by the chief financial officer of the BorrowerHoldings, copies of which have been furnished to each LenderLender Party, fairly present, subject, in the case of said balance sheets as at June September 30, 19961995, and said statements of income, retained earnings income and cash flows flow for the six nine months then ended, to year-end audit adjustments, the consolidated Consolidated financial condition of the Borrower such Person and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower such Person and its Subsidiaries for the period ended on such datesdate, all in conformity with GAAP. (b) Since June 30December 31, 19961994 and through the Effective Date, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither None of the Borrower nor Loan Parties or any of its Subsidiaries had at June 30December 31, 1996 1994 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is required by GAAP to be included in a balance sheet which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretothereto (other than in connection with the Receivables Securitization). (d) As of the Effective Date, each Loan Party is, and each Loan Party and its Subsidiaries are, on a consolidated basis, Solvent. (e) The Projections that have unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, a copy of which has been delivered to each LenderLender Party, were has been prepared as of December 31, 1995 and reflects as of such date, on a pro forma basis, the projected Consolidated financial condition of the Borrower and its Subsidiaries. Such pro forma financial statements (including any related schedules and notes) have been prepared in accordance with GAAP on the basis of the statements and assumptions set forth in the respective notes thereto. The Projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower at the time so furnished and on the Closing Effective Date, including, without limitation, the DRI/McGraw Hill Steel Industry Review 3rd Quarter 1995. The Lender Parties hereby acknowledge as reasonable the economic forecast contained in such Industry Review and the Loan Party Consolidated Group's reliance thereon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries Consolidated Subsidiaries, as at December January 28, 1995, April 30, 1995, July 31, 1995, October 31, 1995 and February 3, 1996, and the related consolidated statements of income, retained earnings and cash flows of changes in the Borrower and its Subsidiaries financial position for the fiscal year or fiscal quarter (as the case may be) then ended, certified by Coopers & Lybrxxx(in the case of the January 28, X.L.P. 1995 and the consolidated February 3, 1996 balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified statements) by the chief financial officer of the BorrowerErnst & Young LLP, copies of which have been furnished to each LenderBank, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present the consolidated financial condition of the Borrower Holdings and its Consolidated Subsidiaries as at such dates and the consolidated results of the operations of the Holdings, Borrower and its their Consolidated Subsidiaries for the period periods ended on such dates, all . The financial statements referred to in conformity the preceding sentence are in accordance with GAAPGAAP consistently applied. (b) Since June 30February 3, 1996, there has been no Material Adverse Change or Effect and there no development likely to have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the of Holdings or Borrower nor any of its their Subsidiaries had at June 30February 3, 1996 1996, any material obligationunrealized or anticipated loss, contingent liability or liability obligation (whether contingent, matured or otherwise), including liabilities for taxestaxes or Environmental Liabilities or Costs, loss contingency (as that term is defined in Statement of Financial Accounting Standard No. 5), long-term leases lease or unusual forward or long-term commitment which is not reflected in the audited balance sheet at such date sheets referred to in subsection (a) above or in the notes theretothereto and which would have a Material Adverse Effect. (d) The Projections that Discount Notes, the 1993 Notes and the Series A Preferred Stock have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available redeemed in full pursuant to the Borrower at Redemption, or adequate provision for such redemption satisfactory to BABC has been made; and all Liens securing the time so furnished and on the Closing Date1993 Notes have been released or provision for release of such Liens satisfactory to BABC has been made. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (ai) The audited consolidated balance sheet statement of financial position, audited consolidated statements of earnings (loss) and comprehensive income (loss) and audited consolidated statements of cash flows and audited consolidated statements of shareholders’ equity of the Borrower Purchaser for the financial year ended December 31, 2015 and 2014 and the notes thereto and the report of the Purchaser’s auditor thereon (the “Purchaser Annual Financial Statements”) and the Purchaser’s interim financial statements for the period ended March 31, 2016 and the notes thereto have been prepared in accordance with IFRS and all applicable Laws and present fairly, in all material respects, as applicable, the assets, liabilities (whether accrued, absolute, contentment or otherwise), consolidated financial position, results of operations or financial performance and cash flows of the Purchaser and its Subsidiaries subsidiaries as at December 31, 19952015 and March 31, and the related consolidated statements of income2016, retained earnings and cash flows of the Borrower and its Subsidiaries respectively, for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. periods covered thereby applied on a basis consistent with the immediately prior period and throughout the consolidated balance sheets of the Borrower and its Subsidiaries periods indicated (except as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or may be indicated expressly in the notes thereto). The Purchaser does not intend to correct or restate, nor, to the knowledge of the Purchaser is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in this Section 3.2(h)(i). There are no, nor are there any commitments to become a party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other relationship of the Purchaser or of any of its subsidiaries with unconsolidated entities or other persons. (dii) The Projections that financial books, records and accounts of the Purchaser and each of its subsidiaries: (i) have been delivered to each Lendermaintained, were prepared on in all material respects, in accordance with IFRS; (ii) are stated in reasonable detail; (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Purchaser and its subsidiaries; and (iv) accurately and fairly reflect the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing DatePurchaser’s consolidated financial statements. (eiii) The Borrower isPurchaser has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by the Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and on reported within the time periods specified in Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Purchaser in its annual filings, interim filings or other reports filed or submitted under Securities Laws are accumulated and communicated to the Purchaser’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. (iv) Management of the Purchaser has designed a consolidated basis process of internal control over financial reporting (as such term is defined in NI 52-109) for the Borrower Purchaser providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and has otherwise complied with NI 52-109. (v) To the knowledge of the Purchaser, there is no material weakness (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of its Subsidiaries areinternal control over financial reporting, Solventor fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Purchaser. To the knowledge of the Purchaser, none of the Purchaser, any of its subsidiaries or any director, officer, employee, auditor, accountant or representative of the Purchaser or any of its subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Purchaser or any of its subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent and Lenders copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries, and the unaudited consolidated balance sheets of Rockwood and its Subsidiaries, as of calendar years ended 1993, 1994, and 1995, and the related statements of income and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries Subsidiaries, and of Rockwood and its Subsidiaries, as at December 31of September 30, 19951996, and the related consolidated statements of incomeincome for the nine-month period then ended (collectively, retained earnings the "Historical Financial Statements"). The Historical Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited Historical Financial Statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial position of the Borrower and its Subsidiaries and of Rockwood and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries and Rockwood and its Subsidiaries, respectively, for the respective periods then ended. Except as fully reflected in the most recent Historical Financial Statements and the notes thereto or in the Pro Forma Balance Sheet, as of the Closing Date, and after giving effect to the Transactions, there will be no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). Since the date of the most recent audited Historical Financial Statements, there has been no Material Adverse Change, and, to the knowledge of any Responsible Officer, no Material Adverse Change is threatened or reasonably likely to occur (it being understood that the Acquisition and the other transactions contemplated by the Transaction Documents do not, as such, constitute a Material Adverse Change). Neither the Borrower nor any of its Subsidiaries has directly or indirectly declared, ordered, paid, made or set apart any amounts or property for any dividend, share acquisition or other distribution, or agreed to do so. (b) The Pro Forma Balance Sheet, a copy of which has heretofore been furnished to the Agent and Lenders, has been prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of footnotes required by Generally Accepted Accounting Principles and subject to normal year-end audit adjustments) and, subject to stated assumptions having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower and its Subsidiaries on an unaudited pro forma consolidated basis as of the date set forth therein after giving effect to the Transactions. (c) The Borrower has prepared, and has heretofore furnished to the Agent and Lenders copies of, annual projected balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedperiod from January 1, certified 1997 through December 31, 2003, giving effect to the Transactions (the "Projections"). In the opinion of the Borrower's management, the assumptions used in preparation of the Projections were reasonable when made and continue to be reasonable. The Projections have been prepared in good faith by Coopers & Lybrxxx, X.L.P. the executive and financial personnel of the consolidated balance sheets Borrower in light of the historical financial performance of the Borrower and its Subsidiaries as at June 30, 1996, the financial and the related consolidated statements of income, retained earnings and cash flows operating condition of the Borrower at the time prepared and its Subsidiaries for the six months then ended, certified by the chief financial officer represent a reasonable estimate of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates Subsidiaries, subject to the uncertainties and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all approximations inherent in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretoprojections. (d) The Projections that Borrower has heretofore furnished to the Agent and Lenders copies of (i) the Annual Statement of each of Colony, FRIC, Xxxxxxxx and Xxxxxxxx as of December 31, 1995, and for the fiscal year then ended, each as filed with the relevant Department, and (ii) the Quarterly Statement of each of such Insurance Companies as of June 30, 1996, and September 30, 1996, and for the six-month and nine-month periods then ended, each as filed with the relevant Department (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities) have been delivered prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to each Lenderthe Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end audit adjustments), were prepared on in compliance with applicable Requirements of Law when filed and present fairly the basis financial position of the assumptions expressed thereinrespective Insurance Companies covered thereby as of the respective dates thereof and the results of operations, which assumptions changes in capital and surplus and cash flow of the Borrower believed respective Insurance Companies covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and Statutory Liabilities), no Insurance Company had, as of the date of its respective Historical Statutory Statements, any liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to be reasonable based on the information available to the Borrower at the time so furnished have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Company fully and on the Closing Datefairly disclose all of its transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (e) The Borrower isinvestments of each of the Insurance Companies reflected in its most recently filed Annual Statement and Quarterly Statement comply in all material respects with all applicable requirements of the relevant Department and of any other Governmental Authority having jurisdiction over the investment of its funds. The amounts shown in the most recently filed Annual Statement and Quarterly Statement for each of the Insurance Companies for reserves, policy and contract claims, agents' balances and uncollected premiums and Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied (other than changes disclosed to the Lenders and in compliance with applicable Requirements of Law), were fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the insurance policies and contracts and in the related reinsurance, co-insurance or similar contracts of such Insurance Companies, were computed on the basis of assumptions consistent with those of the preceding fiscal year (other than changes disclosed to the Lenders and in compliance with applicable Requirements of Law), and on a consolidated basis meet the Borrower requirements of each relevant Department and of any other Governmental Authority having jurisdiction. Such reserves as established by each Insurance Company were, in the judgment of the Borrower, adequate as of such date for the payment by such Insurance Company of all of its Subsidiaries areinsurance benefits, Solvent.losses, claims and investigative

Financial Matters. (a) The Platinum Holdings has heretofore furnished to the Administrative Agent copies of the audited consolidated balance sheet sheets of the Borrower Platinum Holdings and its Subsidiaries as at of December 31, 19952013, 2012 and 2011, in each case with the related consolidated statements of operations and comprehensive income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings shareholders’ equity and cash flows for the six months Fiscal Year then ended, to year-end audit adjustmentstogether with the opinion of KPMG Audit Limited thereon. Such consolidated financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition position of Platinum Holdings and its Subsidiaries, and the results of their operations and their cash flows, in each case as of the Borrower and its Subsidiaries as at such dates and for the consolidated results periods indicated. Except for liabilities and obligations disclosed or provided for in the most recent financial statements referred to above and the notes thereto or the most recent financial statements and the notes thereto delivered pursuant to Section 6.1, as of the operations date of the Borrower and its Subsidiaries for the period ended on such datesfinancial statements, all no Credit Party had any material liability or obligation that, in conformity accordance with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there would have been no events required to have been disclosed or developments that provided for in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability such financial statements or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (db) Platinum Holdings has heretofore furnished to the Administrative Agent copies of the (i) Annual Statements of each Material Insurance Subsidiary domiciled in the United States as of December 31, 2013, 2012, and 2011 and for the Fiscal Years then ended and (ii) Annual Statements of each other Material Insurance Subsidiary as of December 31, 2012 and 2011 and for the Fiscal Years then ended, in each case as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Projections that Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been delivered prepared, in all material respects, in accordance with SAP, or, at the option of Platinum Holdings with respect to Platinum Bermuda, prepared in accordance with GAAP (if GAAP then constitutes the statutory accounting practices prescribed or permitted by the relevant Insurance Regulatory Authority of Bermuda), in each Lender, were prepared case applied on a basis consistent with that of the preceding reporting period or containing disclosure of the effect on the basis financial condition or results of operations of any change in the application of accounting principles and practices during such year (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were, in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the assumptions expressed thereinrespective Material Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, which assumptions changes in capital and surplus and cash flows of the Borrower believed respective Material Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including reserves, policy and contract claims and statutory liabilities), no Material Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Datehave been disclosed or provided for in such Historical Statutory Statements. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2002, 2001, and 2000 and the related statements of income and cash flows for the fiscal years ended December 31, 2002, 2001 and 2000, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP, and with respect to the financial statements described in clauses (i) and (ii) above, to normal year-end audit adjustments, ) and fairly present in accordance with GAAP (x) the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof, and (y) the consolidated results of the operations of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, for the period ended on respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that would in accordance with GAAP have been required to be disclosed or provided for in such dates, all in conformity with GAAPfinancial statements. (b) Since The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries as of December 31, 2002, 2001 and 2000, and for the fiscal years then ended, and (ii) the Quarterly Statements of each of its Material Insurance Subsidiaries as of June 30, 19962003, there has been no Material Adverse Change and there for the six-month period then ended, each as filed with the relevant Insurance Regulatory Authority. Such financial statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with Applicable Law when filed and fairly present in accordance with SAP the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in such financial statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective financial statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such financial statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (c) Neither The Borrower, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the Borrower nor any amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The consolidated balance sheet Attached to Section 4.7(a) of the Borrower Disclosure Schedule are true, correct, and its Subsidiaries complete copies of: (i) the audited combined balance sheets of the Company and St. Xxxxxx Home Recovery Care, LLC as at of December 31, 19952020 and December 31, 2019, and the related consolidated audited combined statements of income, retained earnings income and cash flows flow of the Borrower Company and its Subsidiaries St. Xxxxxx Home Recovery Care, LLC for the fiscal year years then ended, certified accompanied by Coopers & Lybrxxx, X.L.P. any notes thereto and the consolidated reports of the Company’s independent accountants with respect thereto (such financial statements, collectively, the “Audited Financials” and such balance sheet as of December 31, 2020, the “Audited Balance Sheet” and the date thereof the “Audited Balance Sheet Date”); and (ii) the unaudited combined balance sheets of the Borrower Company and its Subsidiaries St. Xxxxxx Home Recovery Care, LLC as at June 30of May 31, 19962021 (the “Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”) and the related consolidated unaudited combined statements of income, retained earnings income and cash flows flow of the Borrower Company and its Subsidiaries St. Xxxxxx Home Recovery Care, LLC for the six five (5) months then endedended (the “Interim Financials” and, certified by together with the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustmentsAudited Financials, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP“Financials”). (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, Financials were prepared on the basis of and are consistent in all material respects with the assumptions expressed thereinbooks and records of the Company and its Subsidiaries kept in the ordinary course, are consistent with past practice, and are in accordance with GAAP (subject in the case of the Interim Financials, to normal recurring year-end adjustments (which assumptions adjustments will not be, individually or in the Borrower believed to be reasonable based aggregate, material in amount or scope, and the absence of notes) applied on a consistent basis throughout the information available to periods indicated and fairly present in all material respects the Borrower at financial position and results of operations of the time so furnished Company and on its Subsidiaries as of the Closing Daterespective dates thereof and for the periods indicated). (ec) The Borrower isExcept as set forth on Section 4.7(c) of the Disclosure Schedule, and on a consolidated basis the Borrower Company and its Subsidiaries are(i) do not have any outstanding Indebtedness and (ii) are not obligated to make any loans or advances to any Person. Neither the Company nor any Subsidiary thereof has assumed, Solventguaranteed, or otherwise become directly or contingently liable on any Indebtedness of any other Person.

Financial Matters. (a) The Borrower has heretofore furnished to the Lender (i) the audited consolidated financial statements (including balance sheet sheets, statements of income and statements of cash flows) of the Borrower and its Subsidiaries as at December 31, 19952004, 2005 and 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year Fiscal Years then ended, certified by Coopers & Lybrxxx, X.L.P. and (ii) the unaudited consolidated balance sheets financial statements of the Borrower and its Subsidiaries as at June 30of December 31, 1996, 2007 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six twelve (12) months then endedended (collectively, certified by the chief financial officer of the Borrower, copies of which “Financial Statements”). (b) The Financial Statements (i) have been furnished to each Lender, fairly present, prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of said balance sheets as at June 30unaudited statements, 1996to the absence of full footnote disclosures, and said statements of income, retained earnings and cash flows for the six months then ended, to yearnormal non-end material audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at of said dates, and the results of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s consolidated financial condition and the results of its consolidated operations as of the dates of and for the periods covered by such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Company and its Subsidiaries, fixed or contingent, and the results of their operations and transactions in their accounts, as of the dates and for the periods referred to therein. (c) Except as set forth in Schedule 3.01 of the Disclosure Schedule, the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated results of the operations balance sheet of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that included in the aggregate have had a Material Adverse Effect. (c) most recent Financial Statements are appropriate and reasonable. Neither the Borrower nor any of its Subsidiaries has had at June 30or presently has any Indebtedness for money borrowed, 1996 any material obligationoutstanding obligations for the purchase price of property, contingent liability obligations or liability liabilities for taxes, long-term leases or any unusual forward or long-term commitment which is not reflected commitments, except as specifically set forth or provided for in the balance sheet at such date referred to in subsection (a) above Financial Statements or in Schedule 3.01 of the notes theretoDisclosure Schedule. (d) The Projections that have been delivered to each Lender, were prepared on Since the basis date of the assumptions expressed thereinmost recent Financial Statements, which assumptions except for the transactions pursuant to the Loan Documents and except as set forth in Schedule 3.01 of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, reserves, business, management or Business Operations of the Borrower believed to be reasonable based on or any of its Subsidiaries, including, without limitation, the information available following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower at or any Subsidiary; (ii) there have been (A) no write-downs in the time so furnished value of any inventory of, and on there have been no write-offs as uncollectible of any notes, accounts receivable or other receivables of, the Closing DateBorrower or any Subsidiary other than write-offs of accounts receivable reserved in full as of the date of the most recent financial statements delivered to the Lender which would not have a Material Adverse Effect, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Subsidiary except to the extent that same have been disclosed to the Lender in writing and would not, individually or in the aggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Subsidiary except (A) dispositions of worn-out or obsolete personal property, and (B) otherwise in the ordinary course of business and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Subsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Subsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) there have been no announced changes in the policies or practices of any customer, supplier or referral source which would reasonably be expected to have a Material Adverse Effect; (vii) there has been no incurrence by the Company or any Subsidiary of (A) any liability or obligation outside of the ordinary course of business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) there has been no declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by the Borrower to or in respect of any equity securities of the Borrower; and (ix) No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Subsidiary. (e) The Borrower isand its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to provide reasonable assurance that (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 accordance with GAAP and Regulation S-X and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and on a consolidated basis (v) the Borrower and its Subsidiaries aremanagement are able to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Borrower and the Subsidiaries; and no material deficiency exists with respect to the Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports, Solventas of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The Matria has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet sheets of the Borrower Matria and its Subsidiaries as at of December 31, 1997 and 1996, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended and for the fiscal year ended December 31, 1995, together with the opinion of KPMG Peat Marwick LLP thereon, and (ii) the unaudited consolidated balance sheet of Matria and its Subsidiaries as of November 30, 1998, and the related consolidated statements of income, retained earnings cash flows and stockholders' equity for the eleven-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly the financial condition of Matria and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Matria and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Matria or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Matria has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet of Gainxx xxx its Subsidiaries as of December 31, 1997, and the related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxxtogether with the opinion of Arthxx Xxxexxxx XXX thereon, X.L.P. and (ii) the audited consolidated balance sheets sheet of the Borrower Universal and its Subsidiaries as at of June 30, 19961997, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months fiscal year then ended, together with the opinion of Feldxxx Xxxin & Co. thereon, and (iii) the unaudited consolidated balance sheet of Gainxx xxx its Subsidiaries as of November 30, 1998, and the related statements of income and cash flows for the eleven-month period then ended. To the knowledge of Matria, such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.condition

Financial Matters. (a) The Borrower has heretofore furnished to the Lender (i) the audited consolidated financial statements (including balance sheet sheets, statements of income and statements of cash flows) of the Borrower and its Subsidiaries as at December 31April 30, 19952004, 2005 and 2006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year Fiscal Years then ended, certified by Coopers & Lybrxxx, X.L.P. and (ii) the unaudited consolidated balance sheets financial statements of the Borrower and its Subsidiaries as at June 30of July 31, 1996, 2006 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six three (3) months then endedended (collectively, certified by the chief financial officer of the Borrower, copies of which “Financial Statements”). (b) The Financial Statements (i) have been furnished to each Lender, fairly present, prepared in accordance with GAAP and Regulation S-X promulgated under the Act on a consistent basis for all periods (subject, in the case of said balance sheets as at June 30unaudited statements, 1996to the absence of full footnote disclosures, and said statements of income, retained earnings and cash flows for the six months then ended, to yearnormal non-end material audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at of said dates, and the results of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s consolidated financial condition and the results of its consolidated operations as of the dates of and for the periods covered by such Financial Statements, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Company and its Subsidiaries, fixed or contingent, and the results of their operations and transactions in their accounts, as of the dates and for the periods referred to therein. (c) Except as set forth in Schedule 3.01 of the Disclosure Schedule, the Borrower and its Subsidiaries do not have any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, or (iii) those Liabilities and Contingencies which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated results of the operations balance sheet of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that included in the aggregate have had a Material Adverse Effect. (c) most recent Financial Statements are appropriate and reasonable. Neither the Borrower nor any of its Subsidiaries has had at June 30or presently has any Indebtedness for money borrowed, 1996 any material obligationoutstanding obligations for the purchase price of property, contingent liability obligations or liability liabilities for taxes, long-term leases or any unusual forward or long-term commitment which is not reflected commitments, except as specifically set forth or provided for in the balance sheet at such date referred to in subsection (a) above Financial Statements or in Schedule 3.01 of the notes theretoDisclosure Schedule. (d) The Projections that have been delivered to each Lender, were prepared on Since the basis date of the assumptions expressed thereinmost recent Financial Statements, which assumptions except for the consummation of the Related Transactions and for the transactions pursuant to the Loan Documents, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, reserves, business, management or Business Operations of the Borrower believed to be reasonable based on or any of its Subsidiaries, including, without limitation, the information available following: (i) there has been no material change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to the Borrower at or any Subsidiary; (ii) there have been (A) no material write-downs in the time so furnished value of any inventory of, and on there have been no write-offs as uncollectible of any notes, accounts receivable or other receivables of, the Closing DateBorrower or any Subsidiary other than write-offs of accounts receivable reserved in full as of the date of the most recent financial statements delivered to the Lender, and (B) no reserves established for the uncollectibility of any notes, Accounts or other receivables of the Borrower or any Subsidiary except to the extent that same have been disclosed to the Lender in writing and would not, individually or in the aggregate, cause the outstanding Advances to exceed the Revolving Credit Commitment; (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by the Borrower or any Subsidiary except in the ordinary course of business and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by the Borrower or any Subsidiary; (v) no material casualty, loss or damage has been suffered by the Borrower or any Subsidiary, regardless of whether such casualty, loss or damage is or was covered by insurance; (vi) Any announced changes in the policies or practices of any customer, supplier or referral source which would reasonably be expected to have a Material Adverse Effect; (vii) Any incurrence of (A) any liability or obligation outside of the ordinary course of business, or (B) any Indebtedness other than Permitted Indebtedness; (viii) Any declaration, setting aside or payment of any dividend or distribution or any other payment of any kind by the Borrower to or in respect of any equity securities of the Borrower; and (ix) No action described in this Section 3.01(d) has been agreed to be taken by the Borrower or any Subsidiary. (e) The Borrower is, and on a consolidated basis has in place adequate systems of internal controls sufficient to enable the Borrower and its Subsidiaries aremanagement to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Borrower and the Subsidiaries, Solventand no material deficiency exists with respect to the Borrower’s systems of internal controls. (f) All of the SEC Reports, as of the respective dates thereof, complied in all material respects, as applicable, with the Act and the Exchange Act.

Financial Matters. (a) The consolidated balance sheet of the Borrower Except for liabilities and its Subsidiaries as at December 31obligations, 1995including without limitation reserves, policy and the related consolidated statements of income, retained earnings contract claims and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies statutory liabilities (all of which have been computed in accordance with SAP), disclosed or provided for in the Annual Statements, each Reporting Company did not have, as of the respective dates of each of such financial statements, any liabilities or obligations (whether absolute or contingent and whether due or to become due) which, in conformity with SAP, applied on a consistent basis, would have been required to be or should be disclosed or provided for in such financial statements. All books of account of each Reporting Company fully and fairly disclose all of the transactions, properties, assets, investments, liabilities and obligations of such Reporting Company and all of such books of account are in the possession of such Reporting Company and are true, correct and complete in all material respects. (b) The audited consolidated financial statements of RenRe and its Subsidiaries and the audited or unaudited, as available, financial statements of each other Covered Credit Party for the Fiscal Year ending December 31, 2003 which have been delivered to the Lenders (i) are true and correct in all material respects, (ii) have been prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the subject entities at such date, the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (c) With respect to any representation and warranty which is deemed to be made after the date hereof by the Covered Credit Parties, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of such Covered Credit Party to each LenderLender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly presentthe consolidated financial condition of such Covered Credit Party covered thereby as at the dates thereof for the periods then ended, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedquarterly financial statements, to normal year-end audit adjustments, the consolidated financial condition of the Borrower adjustments and its Subsidiaries as at such dates except that footnote and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAPschedule disclosure may be abbreviated. (bd) Since June 30, 1996Except as set forth on SCHEDULE 4.06(D), there has been no Material Adverse Change and there have been no events or developments that change in the aggregate business, assets, operations or financial condition of any Covered Credit Party and its Subsidiaries which has had or could reasonably be expected to have had a Material Adverse EffectEffect since December 31, 2003. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1995, 1994, 1993, and 1992, and the related statements of income and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at of September 30, 1996, and the related statements of income and cash flows for the nine-month period then ended (collectively, the "Historical Financial Statements"). The Historical Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited Historical Financial Statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial position of the Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent Historical Financial Statements and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). Since December 31, 1995, there has been no Material Adverse Change, and, to the knowledge of the Borrower, no Material Adverse Change is threatened or reasonably likely to occur. (b) In connection with the closing of the transactions contemplated by the Original Credit Agreement, the Borrower prepared, and furnished to the related consolidated Agent copies of, annual projected balance sheets and statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for the fiscal eight-year then endedperiod beginning January 1, certified 1995, giving effect to the transactions contemplated by Coopers & Lybrxxxthe Original Credit Agreement (the "Projections"). In the opinion of the Borrower's management, X.L.P. the assumptions used in preparation of the Projections were reasonable when made. The Projections were prepared in good faith by the executive and financial personnel of the consolidated balance sheets Borrower in light of the historical financial performance of the Borrower and its Subsidiaries as at June 30, 1996, the financial and the related consolidated statements of income, retained earnings and cash flows operating condition of the Borrower and its Subsidiaries for at the six months then endedtime prepared and, certified by the chief financial officer at such time, represented a reasonable estimate of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates Subsidiaries, subject to the uncertainties and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all approximations inherent in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effectany projections. (c) Neither The Borrower has heretofore furnished to the Borrower nor any Agent copies of its (i) the Annual Statement of each of the Insurance Subsidiaries had at June as of December 31, 1995, and for the fiscal year then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of each of the Insurance Subsidiaries as of September 30, 1996 any material obligation1996, contingent liability or liability and for taxesthe nine- month period then ended, long-term leases or unusual forward or long-term commitment which is not each as filed with the relevant Insurance Regulatory Authority (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the balance sheet at such date referred notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end audit adjustments), were in subsection (a) above compliance with applicable Requirements of Law when filed and present fairly the financial position of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the notes theretoHistorical Statutory Statements (including, without limitation, reserves, policy and contract claims and Statutory Liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (d) The Projections that have been delivered to investments of each Lenderof the Insurance Subsidiaries reflected in its most recently filed Annual Statement and Quarterly Statement comply in all material respects with all applicable requirements of the relevant Insurance Regulatory Authority and of any other Governmental Authority having jurisdiction over the investment of its funds. The amounts shown in the most recently filed Annual Statement and Quarterly Statement for each of the Insurance Subsidiaries for reserves, policy and contract claims, agents' balances and uncollected premiums and Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied, were prepared fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the insurance policies and contracts and in the related reinsurance, co-insurance or similar contracts of such Insurance Subsidiaries, were computed on the basis of assumptions consistent with those of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower ispreceding fiscal year, and on a consolidated basis meet the Borrower requirements of each relevant Insurance Regulatory Authority and of any other Governmental Authority having jurisdiction. Such reserves as established by each Insurance Subsidiary were, in the judgment of the Borrower, adequate as of such date for the payment by such Insurance Subsidiary of all of its Subsidiaries areinsurance benefits, Solventlosses, claims and investigative expenses. Marketable securities and short-term investments reflected in each Insurance Subsidiary's most recently filed Annual Statement and Quarterly Statement are valued at cost, amortized cost or market value, as required by applicable Requirements of Law.

Financial Matters. (a) The Parent has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of KPMG Peat Marwick thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as at December 31of June 30, 19951999, and the related consolidated statements of income, retained earnings and cash flows and stockholders' equity for the six-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of the Borrower Parent and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Parent and its Subsidiaries for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. . Except as fully reflected in (x) the most recent financial statements referred to above and the consolidated balance sheets notes thereto, (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Parent with the Securities and Exchange Commission and previously delivered by the Parent to the Lender, there were, as of the Borrower and date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Parent or any of its Subsidiaries as at June 30of any nature whatsoever (whether absolute, 1996contingent or otherwise and whether or not due) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect, and since the related consolidated statements of incomedate thereof neither the Parent nor any Subsidiary has incurred any liabilities or obligations that, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, individually or in the case of said balance sheets as at June 30aggregate, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, is reasonably likely to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (cb) Neither The unaudited pro forma balance sheet of the Borrower nor any Parent as of its Subsidiaries had at June 30, 1996 any material obligation1999, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment a copy of which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has heretofore been delivered to each the Lender, were prepared on gives pro forma effect to the basis consummation of the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the Borrower believed to be reasonable based financial condition of the Parent on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of January 3, 2004, December 28, 2002 and December 29, 2001, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of Ernst & Young LLP or Xxxxxx Xxxxxxxx LLP (as the case may be) thereon and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995of the last day of the ninth fiscal month of fiscal year 2004, and the related consolidated statements of income, retained earnings and cash flows and stockholders’ equity for the nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. . Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower and its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Pro Forma Balance Sheet gives pro forma effect to the consummation of the IPO, repayment of the Existing Senior Bank Facilities, the Subordinated Notes and the other Terminating Indebtedness, the Class A Preferred Stock Repurchase, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, based on stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated balance sheets financial condition of the Borrower and its Subsidiaries on an unaudited pro forma basis as at June 30, 1996of the date set forth therein after giving effect to the consummation of the transactions described above. (c) The Borrower has prepared, and has heretofore furnished to the related Administrative Agent a copy of, projected consolidated balance sheets and statements of income, retained earnings income and cash flows of the Borrower and its Subsidiaries for the six months then endedfiscal-quarter period through the end of the fourth fiscal quarter of fiscal year 2005, certified by giving effect to the chief financial officer consummation of the IPO, the repayment of the Existing Senior Bank Facilities, the Subordinated Notes and the other Terminating Indebtedness, the Class A Preferred Stock Repurchase, the initial extensions of credit made under this Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions (the “Projections”). In the good faith opinion of management of the Borrower, copies the assumptions used in the preparation of which the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been furnished to each Lenderprepared in good faith by the executive and financial personnel of the Borrower, fairly present, subject, in are complete and represent a reasonable estimate of the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates Subsidiaries, subject to the uncertainties and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all approximations inherent in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretoprojections. (d) The Projections that have been delivered After giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereinTransactions, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and Credit Parties taken as a whole on a consolidated basis (i) have capital sufficient to carry on their businesses as conducted and as proposed to be conducted, (ii) have assets with a fair saleable value, determined on a going concern basis, which are (y) not less than the Borrower amount required to pay the probable liability on their existing debts as they become absolute and its Subsidiaries arematured and (z) greater than the total amount of their liabilities (including identified contingent liabilities, Solventvalued at the amount that can reasonably be expected to become absolute and matured in their ordinary course), and (iii) do not intend to, and do not believe that they will, incur debts or liabilities beyond their ability to pay such debts and liabilities as they mature in their ordinary course.

Financial Matters. (a) The Financial Statements. Included in Schedule 4.6 are the consolidated financial statements of Polycom (collectively, the “Polycom Financial Statements”) consisting of (i) the consolidated audited financial statements (including the consolidated balance sheets and statements of operations, stockholders’ equity (deficit), comprehensive income (loss) and cash flow) of Polycom as of and for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 (the balance sheet as of December 31, 2017, the “Polycom Recent Audited Balance Sheet”) and (ii) a consolidated unaudited balance sheet of Polycom, as of February 28, 2018 (the Borrower and its Subsidiaries as at December 31, 1995, “Polycom Recent Balance Sheet”) and the related consolidated unaudited statements of incomeoperations and cash flows for the two (2) months then ended. The Polycom Financial Statements (A) are prepared from and consistent with such financial statements as have been prepared and used by the Polycom Companies in the ordinary course of measuring and reporting the Polycom Companies’ operating results, retained earnings financial condition and/or cash flow; (B) are prepared in accordance with GAAP, as applied on a consistent basis, and with the books and records of the Polycom Companies; provided, however, that the consolidated unaudited financial statements are subject to normal year-end adjustments (which if made would not, individually or in the aggregate, be material to Polycom) and to final adjustments related to the purchase of Obihai Technology, Inc. (which if made would not, individually or in the aggregate, be material to Polycom) and do not contain all footnotes required under GAAP, which if presented would not provide, individually or in the aggregate, additional material information; and (C) fairly present, in all material respects, the assets, Liabilities, financial position, results of operations and cash flows of the Borrower Polycom Companies as of the dates and its Subsidiaries for the fiscal year then endedperiods indicated. None of Polycom, certified by Coopers & Lybrxxxits Subsidiaries, X.L.P. and the consolidated balance sheets nor any of the Borrower and its Subsidiaries as at June 30, 1996their respective independent registered public accounting firms has indicated to Polycom, and to the related consolidated statements Knowledge of incomePolycom, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower neither Polycom nor any of its Subsidiaries had at June 30has been made aware of (i) any fraud, 1996 whether or not material, that involves any material obligation, contingent liability of Polycom’s or liability for taxes, long-term leases its Subsidiaries’ management or unusual forward other employees or long-term commitment which is not reflected other Persons who have a role in the balance sheet at such date referred to in subsection (a) above preparation of financial statements or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower internal accounting controls utilized by Polycom and its Subsidiaries are, Solventor (ii) any claim or allegation regarding the foregoing.

Financial Matters. (a) The consolidated Consolidated balance sheet of the Borrower WPC and its Consolidated Subsidiaries as at December 31, 19951999, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower WPC and its Subsidiaries for the fiscal year then ended, in each case certified by Coopers & LybrxxxPricewaterhouseCoopers, X.L.P. LLP, and the consolidated Consolidated balance sheets sheet of the Borrower and its Subsidiaries Consolidated Group as at June 30August 31, 19962000, and the related consolidated Consolidated statements of income, retained earnings and cash flows flow of the Borrower and its Subsidiaries Consolidated Group for the six eight months then ended, duly certified by the chief financial officer of the BorrowerWPC, copies of which have been furnished to each LenderLender Party, fairly present, subject, in the case of said balance sheets as at June 30August 31, 19962000, and said statements of income, retained earnings income and cash flows flow for the six eight months then ended, to year-end audit adjustments, the consolidated Consolidated financial condition of the Borrower such Person and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower such Person and its Subsidiaries for the period ended on such datesdate, all in conformity with GAAP. (b) Since June 30December 31, 19961999 and through the Effective Date, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse EffectEffect (other than the commencement of the Cases or as disclosed in any public disclosure made by any Borrower or as otherwise disclosed to the Lenders prior to the Effective Date). (c) Neither None of the Borrower nor Borrowers or any of its their Subsidiaries had at June 30December 31, 1996 1999 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is required by GAAP to be included in a balance sheet which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have unaudited projected consolidated balance sheet of the Borrowers and their Consolidated Subsidiaries, a copy of which has been delivered to each LenderLender Party, were has been prepared as of September 30, 2000 and reflects as of such date the projected Consolidated financial condition of the Borrowers and their Subsidiaries. Such projected financial statement (including any related schedules and notes) have been prepared in accordance with GAAP on the basis of the statements and assumptions expressed therein, which assumptions set forth in the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Daterespective notes thereto. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) as of December 31, 2000, 2001 and 2002, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Xxxxx & Young LLP thereon, (ii) the draft audited consolidated balance sheet of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) as at of December 31, 19952003, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year twelve month period then ended, certified by Coopers & Lybrxxx, X.L.P. ended (the "Draft 2003 Audit") and (iii) the company-prepared consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries (including Excluded Subsidiaries) for the six months then endedtwo-month period ended February 29, certified by 2004 (the chief "Two-Month Stub"). Such financial officer of the Borrower, copies of which statements have been furnished to each Lender, prepared in accordance with GAAP and present fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries (including any Excluded Subsidiaries) on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto or as disclosed on such datesSCHEDULE 8,11, all in conformity with GAAPthere are no material liabilities or obligations of the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither The unaudited pro forma balance sheet of the Borrower nor any as of its Subsidiaries had at June 30February 29, 1996 any material obligation2004, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment a copy of which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has heretofore been delivered to each Lenderthe Administrative Agent, were prepared on gives pro forma effect to the basis funding of the Term Loan B and the consummation of the Dividend Payment, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and. subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the financial condition of the Borrower believed to be reasonable based on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrowers have heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 1996, 1995, and 1994, and the related statements of income and cash flows for the fiscal years ended December 31, 1996, 1995 and 1994, together with the opinion of BDO Xxxxxxx, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at December of March 31, 19951997, and the related consolidated statements of income, retained earnings income and cash flows for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and present fairly in all material respects the financial condition of Holdings and its Subsidiaries on a consolidated basis as of the Borrower respective dates thereof and the consolidated results of operations of Holdings and its Subsidiaries for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. except as may have been indicated in a separate letter dated the date hereof from the Borrowers to the Agent. Except as fully reflected in the most recent financial statements referred to above and the consolidated balance sheets notes thereto, there are no material liabilities or obligations with respect to any Borrower Affiliate of the Borrower any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAPwhether or not due). (b) Since June 30Each Borrower Affiliate, 1996after giving effect to the consummation of the transactions contemplated hereby, there (i) has been no Material Adverse Change capital sufficient to carry on its businesses as conducted and there have been no events or developments that in as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the aggregate have had a Material Adverse Effect. amount required to pay the probable liability on its existing debts as they become absolute and matured and (cz) Neither greater than the Borrower nor any total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The Everest Group has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Everest Group and its Subsidiaries as of December 31, 2003, 2002 and 2001 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Everest Group and its Subsidiaries as at December 31of September 30, 19952004, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the nine month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly the financial condition of Everest Group and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Everest Group and its Subsidiaries for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to Everest Group or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Everest Group has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2003, 2002 and 2001 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each Insurance Subsidiary as of September 30, 2004, and for the nine month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, certified by Coopers & Lybrxxxwithout limitation, X.L.P. reserves, policy and the consolidated balance sheets contract claims and statutory liabilities), no Insurance Subsidiary had, as of the Borrower date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and its Subsidiaries as at June 30whether or not due) that, 1996in accordance with SAP, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which would have been furnished required to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events disclosed or developments that provided for in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its Subsidiaries had at June 30material transactions, 1996 any properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretorespects. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the US Borrower and its Subsidiaries as at December 31, 19952000, and the related consolidated statements of income, retained earnings and cash flows of the US Borrower and its Subsidiaries for the fiscal year then ended, certified audited by Coopers & LybrxxxPricewaterhouseCoopers, X.L.P. L.L.P. and the consolidated balance sheets of the US Borrower and its Subsidiaries as at June 30December 31, 19962000, and the related consolidated statements of income, retained earnings and cash flows of the US Borrower and its Subsidiaries for the six twelve months then ended, certified by the chief financial officer or treasurer of the US Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30December 31, 19962000, and said statements of income, retained earnings and cash flows for the six twelve months then ended, to year-end audit adjustments, the consolidated financial condition of the US Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the US Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19962000, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the US Borrower nor any of its Subsidiaries had at June 30December 31, 1996 2000 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at of the last day of the fiscal year of the Borrower ended on September 30, 2000, and as of the last day of the fiscal quarters of the Borrower ended on December 31, 19952000, March 31, 2001 and June 30, 2001, and the related consolidated statements of income, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the such fiscal year then endedand quarters, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subjectwith, in the case of said balance sheets as at June 30fiscal year, 1996reports thereon by Ernst & Young LLP: (i) are complete, accurate and said statements of income, retained earnings and cash flows for fairly present the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations respective dates thereof and for the respective periods covered thereby; (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(a), show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the dates thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAPmaterial commitments and long‑term leases. (b) Since The consolidated balance sheet of IBP and its Subsidiaries as of the last day of the fiscal year of IBP ended on December 30, 2000, and as of the last day of the fiscal quarter of IBP ended on June 30, 19962001, and the related consolidated statements of earnings, changes in stockholders' equity and comprehensive income, and of cash flows of IBP and its Subsidiaries for such fiscal year and quarter, with, in the case of said fiscal year, reports thereon by PriceWaterhouseCoopers LLP: (i) are complete, accurate and fairly present the financial condition of IBP and its Subsidiaries as of the respective dates thereof and for the periods covered thereby; 183 (ii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as set forth in the notes thereto; and (iii) other than as disclosed in Schedule 4.05(b), show all material indebtedness and other liabilities, direct or contingent, of IBP and its consolidated Subsidiaries as of the dates thereof, including liabilities for taxes, material commitments and long‑term leases. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date and included in the model delivered by the Borrower to the Lenders prior to the date hereof. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable, (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of March 31, 2001, as if the Transactions had occurred on such date. (d) Since September 30, 2000, with respect to the Borrower and its Subsidiaries (other than IBP and its Subsidiaries), and December 30, 2000, with respect to IBP and its Subsidiaries, there has been no Material Adverse Change Effect and there have been no events or developments that in the aggregate have had development which has any reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

Financial Matters. (a) The Borrower has heretofore made available to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2010, December 31, 2011 and December 31, 2012 and the related statements of income, stockholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the last fiscal quarter ending at December 31, 1995least 45 days prior to the Closing Date, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings stockholders’ equity and cash flows for the six months partial period then ended. Such consolidated financial statements (A) have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to year-the absence of notes required by GAAP and to normal year end audit adjustments), (B) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries Subsidiaries, and the results of their operations and their cash flows, as at such of the dates and for the consolidated results of the operations periods indicated and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries for as of the period ended on such dates, all in conformity with GAAPdate thereof. (b) Since June 30The Borrower has heretofore made available to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 19962010, there has been no Material Adverse Change 2011 and there 2012 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of each Insurance Subsidiary as of the last day of the last fiscal quarter ending at least 45 days before the Closing Date, and for the period beginning on January 1, 2013 and ending on such date, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared, in all material respects, in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such Historical Statutory Statements. (c) Neither (i) the board of directors of the Borrower, a committee thereof or an authorized officer of the Borrower has concluded that any financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (aii) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions has the Borrower believed to been advised by its auditors that a previously issued audit report or interim review cannot be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Daterelied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (ai) The the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2014 and 2013, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19952015, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year six-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the SEC and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, are reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, are reasonably likely to have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (ai) The consolidated balance sheet Attached to Section 3.2(f)(i) of the Borrower Disclosure Schedule are correct and its Subsidiaries as at December 31complete copies of the following financial statements of the Company (collectively, 1995the “Financial Statements”): (1) audited balance sheets, and the related consolidated statements of income, retained earnings shareholders’ equity, and cash flows as of the Borrower and its Subsidiaries for the fiscal year then endedyears ended December 31, certified by Coopers & Lybrxxx2019 and 2020 (the “Most Recent Fiscal Year End”); and (2) unaudited balance sheets, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings changes in shareholders’ equity, and cash flows (the “Most Recent Financial Statements”) as of and for the three (3) month period ending March 31, 2021 (the “Most Recent Fiscal Month End”). The Financial Statements are correct and complete, consistent with the books and records of the Borrower Company (which are in turn correct and its Subsidiaries complete in all material respects), have been prepared in accordance with GAAP, and present fairly the financial condition, results of operation, changes in equity and cash flow of the Company as of and for their respective dates and for the six months periods then endedending; provided, certified by however, that the chief financial officer of the BorrowerMost Recent Financial Statements are subject to normal, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to recurring year-end audit adjustments, adjustments (none of which are material individually or in the consolidated financial condition of the Borrower and its Subsidiaries as at such dates aggregate) and the consolidated results absence of footnotes (if any). Any amounts designated on the operations of the Borrower and its Subsidiaries Financial Statements as a reserve established for the period ended on such datesloan losses, all litigation or any other purpose have been accrued in conformity accordance with GAAP. (bii) Since June 30the date of the Most Recent Fiscal Year End, 1996the Company has operated its business and affairs in the Ordinary Course of Business, there has been and no Company Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse EffectEffect has occurred. (ciii) Neither The aggregate loan loss reserve level of the Borrower nor Company as of the date hereof (i) is sufficient to pay anticipated loan losses arising from Previously Disposed of Mortgage Loans production and is otherwise sufficient under GAAP, consistently applied and (ii) will continue through Closing to be sufficient to pay such loan losses and otherwise sufficient under GAAP, consistently applied, subject to any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected additions to such reserves that may be required to be made in the balance sheet at such ordinary course of business with respect to Mortgage Loans originated from the date referred to in subsection (a) above or in the notes theretohereof. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the ------------------ Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year Fiscal Year then ended, certified by Coopers Xxxxxx Xxxxxxxx & LybrxxxCo., X.L.P. and the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at June September 30, 1996, 1996 and the related consolidated statements of income, retained earnings and cash flows flow of the Borrower and its Subsidiaries for the six months period then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lenderthe Agents and the Arranger, fairly present, subject, in the case of said balance sheets sheet as at June September 30, 1996, and said statements statement of income, retained earnings and cash flows flow for the six months period then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961995, there has been no Material Adverse Change and there have been no events event or developments development that in the aggregate have has had a reasonable likelihood of having a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30December 31, 1996 1995 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in on the balance sheet at such date referred to in subsection (a) above or in the notes theretothereto and which would have a reasonable likelihood of having a Material Adverse Effect. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on On the Closing Date. (e) The Borrower is, the Borrower, and on a consolidated basis the Borrower and its Subsidiaries areRestricted Subsidiaries, on a consolidated basis, are Solvent.

Financial Matters. (a) The Borrower has heretofore furnished ----------------- to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1997, 1996, and 1995, and the related statements of income and cash flows for the fiscal years ended December 31, 1997, 1996 and 1995, together with the opinion of Ernst & Young thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19951998, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months nine-month period then ended. Such financial statements have been prepared in accordance with GAAP and, if applicable, Regulation S-X under the Exchange Act (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither The unaudited pro forma balance sheet of the Borrower nor any as of its Subsidiaries had at June 30December 31, 1996 any material obligation1998, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment a copy of which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has heretofore been delivered to each Lenderthe Administrative Agent, were prepared on gives pro forma effect to the basis consummation of the assumptions expressed thereininitial extensions of credit made under this Agreement, which assumptions the Borrower believed to be reasonable based on WOKR Acquisition and the information available payment of transaction fees and expenses related to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower isforegoing, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.all as if such events had occurred

Financial Matters. (a) The Borrower has heretofore furnished to the Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1991, 1992, and 1993, and the related statements of income and cash flows for the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19951994, and the related consolidated statements of income, retained earnings income and cash flows for the nine-month period then ended (collectively, the "Historical Financial Statements"). The Historical Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles (subject, with respect to the unaudited Historical Financial Statements, to the absence of notes required by Generally Accepted Accounting Principles and to normal year-end audit adjustments) and present fairly the financial position of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the on a consolidated balance sheets basis as of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent Historical Financial Statements and the notes thereto, all in conformity as of the Closing Date there will be no material liabilities or obligations with GAAP. respect to the Borrower or any of its Subsidiaries of any nature whatsoever (b) whether absolute, contingent or otherwise and whether or not due). Since June 30, 1996the date of the most recent audited Historical Financial Statements, there has been no Material Adverse Change, and, to the knowledge of the Borrower, no Material Adverse Change and there have been no events is threatened or developments reasonably likely to occur (it being understood that in the aggregate have had other transactions contemplated by the Loan Documents do not, as such, constitute a Material Adverse EffectChange). The Borrower has not directly or indirectly declared, ordered, paid, made or set apart any amounts or property for any dividend, share acquisition or other distribution, or agreed to do so. (b) The Borrower has prepared, and has heretofore furnished to the Lender copies of, annual projected statements of income of RECO and Lexington Management for the four-year period beginning January 1, 1994, giving effect to the Transactions (the "Projections"). In the opinion of the Borrower's management, the assumptions used in preparation of the Projections were reasonable when made as of the Closing Date and continue to be reasonable. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower in light of the historical financial performance of the Borrower and the financial and operating condition of the Borrower at the time prepared and represent a reasonable estimate of the future performance and financial condition of the Borrower and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (c) Neither The Borrower has heretofore furnished to the Borrower nor any Lender copies of its Subsidiaries had at (i) the Annual Statement of RECO as of December 31, 1993, and for the fiscal year then ended, each as filed with the relevant Department, and (ii) the Quarterly Statement of RECO as of March 31, 1994, June 30, 1996 any material obligation1994, contingent liability or liability and September 30, 1994, and for taxesthe three-month, longsix-term leases or unusual forward or longmonth and nine-term commitment which is not month periods then ended, each as filed with the relevant Department (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and Statutory Liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the balance sheet at such date referred notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by Statutory Accounting Principles and to normal year- end audit adjustments), were in subsection (a) above compliance with applicable Requirements of Law when filed and present fairly the financial position of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the notes theretoHistorical Statutory Statements (including, without limitation, reserves, policy and contract claims and Statutory Liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects. (d) The Projections that have been delivered to investments of each Lenderof the Insurance Subsidiaries reflected in its most recently filed Annual Statement and Quarterly Statement comply in all material respects with all applicable requirements of the relevant Department and of any other Governmental Authority having jurisdiction over the investment of its funds. The amounts shown in the most recently filed Annual Statement and Quarterly Statement for each of the Insurance Subsidiaries for reserves, policy and contract claims, agents' balances and uncollected premiums and Statutory Liabilities were computed in accordance with commonly accepted actuarial standards consistently applied, were prepared fairly stated in accordance with sound actuarial principles, were based on actuarial assumptions that were in accordance with or more stringent than those called for in the insurance policies and contracts and in the related reinsurance, co-insurance or similar contracts of such Insurance Subsidiaries, were computed on the basis of assumptions consistent with those of the assumptions expressed thereinpreceding fiscal year, which assumptions and meet the Borrower believed to be reasonable based on requirements of each relevant Department and of any other Governmental Authority having jurisdiction. Such reserves as established by each Insurance Subsidiary were, in the information available to judgment of the Borrower Borrower, adequate as of such date for the payment by such Insurance Subsidiary of all of its insurance benefits, losses, claims and investigative expenses. Marketable securities and short-term investments reflected in each Insurance Subsidiary's most recently filed Annual Statement and Quarterly Statement are valued at the time so furnished and on the Closing Datecost, amortized cost or market value, as required by applicable Requirements of Law. (e) The Borrower isEarned Surplus of RECO as of September 30, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent1994 was $16,015,969.

Financial Matters. (a) The consolidated balance sheet sheets of the Borrower Company and its Subsidiaries as at December 31of the last day of the fiscal year ended on January 1, 19952000, and the last day of the fiscal quarter ended July 1, 2000, and the related consolidated statements of income, retained earnings income and cash flows of the Borrower Company and its Subsidiaries for the such fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and fiscal quarter (and in the consolidated case of such balance sheets of the Borrower and its Subsidiaries as at June 30statements for such fiscal year, 1996with reports thereon by Xxxxxx Xxxxxxxx & Co., and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrowerindependent public accountants), copies of which have been furnished delivered to the Agent and each LenderLender prior to the execution of this Agreement, fairly present, subject, in present the case consolidated financial position of the Company and its Subsidiaries as of the date of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of their operations for the operations period covered by said statements of income and cash flows, and have been prepared in accordance with GAAP consistently applied in all material respects by the Borrower Company and its Subsidiaries for throughout the period ended on such datesperiods involved, all except as set forth in conformity with GAAPthe notes thereto. There are no material liabilities, contingent or otherwise, of the Company or any Subsidiary not reflected in the consolidated balance sheet as of January 1, 2000 or in the notes thereto which are required to be disclosed therein. (b) Since June 30January 1, 19962000, there has been no Material Adverse Change Effect and there no development which is likely to have been no events or developments that in the aggregate have had a Material Adverse Effect., except as reflected in the Company's periodic reports filed with the Securities and (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any There is no material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment commitments which is not reflected in the balance sheet at such date referred to in subsection (a) above January 1, 2000 consolidated financial statements of the Company and its Subsidiaries or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, thereto which assumptions the Borrower believed are required by GAAP to be reasonable based on the information available disclosed therein and no liability reflected in such notes is likely to the Borrower at the time so furnished and on the Closing Datehave a Material Adverse Effect. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the ----------------- Administrative Agent copies of (i) the audited balance sheets of Parent as of December 31, 1996 and June 30, 1997, and the related statements of operations and shareholders' equity and cash flows for the period from August 15, 1996 to December 31, 1996 and the six months ended June 30, 1997, together with the opinion of Ernst & Young LLP thereon, (ii) the audited consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries as at of December 31, 19951996 and June 30, 1997, and the related consolidated statements of incomeoperations, retained earnings members' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then endedthree months ended December 31, certified by Coopers & Lybrxxx, X.L.P. 1996 and the consolidated six months ended June 30, 1997, together with the opinion of Ernst & Young LLP thereon, and (iii) the audited balance sheets of the Borrower Predecessor as of November 30, 1995 and its Subsidiaries as at June September 30, 1996, and the related consolidated statements of incomeoperations and divisional equity and cash flows for each of the two years in the period ended November 30, retained earnings 1995 and the ten months ended September 30, 1996, together with the opinion of Ernst & Young LLP thereon. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles and present fairly the financial condition of Parent, Holdings or the Predecessor, as the case may be (and with respect to Holdings, on a consolidated basis), as of the respective dates thereof and the results of operations and cash flows of Parent, Holdings or the Predecessor, as the case may be (and with respect to Holdings, on a consolidated basis), for the respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to any Credit Party of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). There has been no Material Adverse Change since June 30, 1997, and there exists no event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (b) The Borrower has heretofore furnished to the Administrative Agent a correct and complete copy of the Registration Statement as filed with the Commission. The unaudited pro forma balance sheet and statement of operations of Parent set forth in the Registration Statement comply in all material respects with the applicable accounting requirements of the Securities Act and the rules and regulations thereunder, and in the opinion of Parent, the assumptions on which the pro forma adjustments to such financial statements are based provide a reasonable basis for presenting the significant effects of the transactions contemplated thereby and such adjustments give appropriate effect to such assumptions and are properly applied in such financial statements. (c) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, annual projected balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries for the six months then endedfour-year period ending December 31, certified by 2000, giving effect to the chief financial officer consummation of the Transactions (the "Projections"). In the opinion of management of the Borrower, copies the assumptions used in the preparation of which the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date hereof. The Projections have been furnished to each Lenderprepared in good faith by the executive and financial personnel of the Borrower, fairly present, subject, in are complete and represent a reasonable estimate of the case of said balance sheets as at June 30, 1996, future performance and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower Borrower, subject to the uncertainties and its Subsidiaries as at such dates approximations inherent in any projections and without any representation or warranty that the consolidated projected results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes theretowill be achieved. (d) The Projections that have been delivered to each Lender, were prepared on the basis Upon consummation of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished Transactions and on as of the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.:

Financial Matters. (a) The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2009 and 2008 and the related statements of income and cash flows for the fiscal years ended December 31, 2009, 2008 and 2007, together with the opinion of KPMG, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December of March 31, 19952010, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and fairly present in accordance with GAAP (x) the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof, and (y) the consolidated results of the operations of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis, for the period ended on respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, there are no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that would in accordance with GAAP have been required to be disclosed or provided for in such dates, all in conformity with GAAPfinancial statements. (b) Since June 30The Borrower has heretofore furnished or made available to the Administrative Agent and each Lender copies of (i) the Annual Statements of each of its Material Insurance Subsidiaries as of December 31, 19962009 and for the fiscal year then ended, there has been no and (ii) the Quarterly Statements of each of its Material Adverse Change Insurance Subsidiaries as of March 31, 2010, and there for the three-month period then ended, each as filed with the relevant Insurance Regulatory Authority. Such financial statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with Applicable Law when filed and fairly present in accordance with SAP the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in such financial statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective financial statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such financial statements. (c) Neither The Borrower, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the Borrower nor any amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its Subsidiaries had at June 30liabilities (including identified contingent liabilities, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Date. (e) The Borrower ismatured), and on a consolidated basis the Borrower (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its Subsidiaries are, Solventability to pay such debts and liabilities as they mature.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.assumptions

Financial Matters. (a) The Borrower has heretofore furnished to the Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1998 and 1997, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Arthxx Xxxexxxx XXX thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19951999, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year nine-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments), are true and correct in all material respects, and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended respective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto or on such datesSCHEDULE 5.11, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any Material Subsidiary of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the The unaudited pro forma balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areas of the Closing Date, Solventa copy of which has heretofore been delivered to the Agent, gives pro forma effect to the Transactions, the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to (i) the absence of footnotes required by GAAP and subject to normal year-end adjustments and (ii) the consolidation of its Subsidiaries) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, 61 68 presents fairly the financial condition of the Borrower and its Subsidiaries on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the Transactions.

Financial Matters. (a) The consolidated balance sheet of the Parent, the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows flow of the Parent, the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & LybrxxxKPMG Peat Marwick, X.L.P. and the consolidated balance sheets of the Borrower Parent and its Subsidiaries as at June 30of March 31, 1996, and the related consolidated statements of income, retained earnings and cash flows flow of the Borrower Parent and its Subsidiaries for the six three months then ended, certified by the chief financial officer of the BorrowerParent, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30of March 31, 1996, and said statements of income, retained earnings and cash flows flow for the six three months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower Parent and its Subsidiaries for the period periods ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961995, there has been no Material Adverse Change development which has had or is likely to have a material adverse effect on the condition (financial or otherwise), performance, property or prospects of the Parent, the Borrower and there have been no events or developments that in the aggregate have had Borrower's Subsidiaries, taken as a Material Adverse Effectsingle enterprise. (c) Neither the Borrower nor any of its Subsidiaries had had, at June 30December 31, 1996 1995, any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in on the balance sheet at such date referred to in subsection (a) above or in the notes theretothereto and which would have a Material Adverse Effect. (d) The Projections that have unaudited pro forma consolidated balance sheet of the Parent, the Borrower and its consolidated Subsidiaries, certified by the chief financial officer of the Borrower as having been prepared in conformity with GAAP (the "Pro Forma Balance Sheet"), a copy of which has been delivered to each Lender, were has been prepared as of December 31, 1995, adjusted to give effect to the financing contemplated hereby and fees and expenses payable in connection herewith, reflects, as of such date, on a pro forma basis, the basis consolidated financial condition of the Borrower and its Subsidiaries assuming the financings contemplated hereby had actually occurred on such date, and the Projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31February 1, 1995, 1997 and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers Deloitte & Lybrxxx, X.L.P. Touche and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30October 4, 19961997, and the related consolidated statements of incomeoperations, retained earnings shareholders' equity and cash flows of the Borrower and its Subsidiaries for the six months thirty-five weeks then ended, certified by the chief financial officer of the Borrower, Borrower copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as 77 at June 30October 4, 19961997, and said statements of incomeoperations, retained earnings shareholders' equity and cash flows for the six months thirty-five weeks then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30February 1, 19961997, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither The unaudited pro forma consolidated balance sheet of the Borrower nor any and its Subsidiaries, a copy of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has been delivered to each LenderLender prior to the date of this Agreement, were prepared on gives effect to the basis consummation of the Plan of Reorganization, the financing thereof and all fees and expenses payable in connection therewith and reflect as of the date thereof, on a pro forma basis, the consolidated financial condition of the Borrower and its Subsidiaries assuming the consummation of the Plan of Reorganization and the financing thereof had actually occurred on such date, and the projections and assumptions expressed therein, which assumptions the Borrower believed to be reasonable therein were reasonably based on the information available to the Borrower at the time so furnished and on the Closing Date. (ed) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of the (i) audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1999, 1998, and 1997, and the related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of Ernst & Young, LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 1995, 2000 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders' equity for the fiscal year nine-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither The unaudited pro forma balance sheet of the Borrower nor any as of its Subsidiaries had at June 30March 31, 1996 any material obligation2001, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment a copy of which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have has heretofore been delivered to each Lenderthe Administrative Agent, were prepared on gives pro forma effect to the basis consummation of the Transactions, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions expressed made in good faith and having a reasonable basis set forth therein, which assumptions presents fairly the financial condition of the Borrower believed to be reasonable based on an unaudited pro forma basis as of the information available date set forth therein after giving effect to the Borrower at consummation of the time so furnished and on the Closing Datetransactions described above. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has prepared, and has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2005, 2004, and 2003, and the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of June 30, 19952006, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries stockholders’ equity for the fiscal year six-month period then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated . Such financial statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, prepared in accordance with GAAP (subject, in with respect to the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the United States Securities and Exchange Commission and previously delivered by the Borrower to the Administrative Agent, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, is reasonably likely to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, is reasonably likely to have had a Material Adverse Effect. (b) The Borrower, after giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (c) Neither The Borrower has heretofore furnished to the Borrower nor any Administrative Agent copies of (i) the Annual Statements of each of its Insurance Subsidiaries had at June 30as of December 31, 1996 any material obligation2005, contingent liability or liability 2004 and 2003, and for taxesthe fiscal years then ended, long-term leases or unusual forward or long-term commitment which is not as applicable, and (ii) the Quarterly Statements of each of its Insurance Subsidiaries as of the end of the first fiscal quarter of 2006, and for the end of the fiscal quarter then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP where required (except as may be reflected in the balance sheet at such date referred notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in subsection (a) above compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the notes thereto. Historical Statutory Statements (dincluding, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) The Projections that that, in accordance with SAP, would have been delivered required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each LenderInsurance Subsidiary fairly disclose all of its material transactions, were prepared on the basis of the assumptions expressed thereinproperties, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished assets, investments, liabilities and on the Closing Dateobligations, are in its possession and are true, correct and complete in all material respects. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 19951994, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers Ernst & LybrxxxYoung LLP, X.L.P. and the consolidated balance sheets sheet of the Borrower and its Subsidiaries as at June 30, 19961995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six three months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since Except as previously disclosed to the Lenders in the Borrower's quarterly reports on Form 10Q filed for the Fiscal Quarters ended March 31, 1995 and June 30, 19961995, since December 31, 1994, there has been no Material Adverse Change and there have been no events or developments that that, in the aggregate aggregate, have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30December 31, 1996 1994 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (aSection 4.5(a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet Borrower has heretofore furnished to the Agent copies of (i) the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the audited consolidated balance sheets of the Borrower and its Subsidiaries as at June 30of December 31, 1998, 1997, and 1996, and the related consolidated statements of income, retained earnings and cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of PriceWaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the six months then endedas of March 31, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at 1999 and June 30, 19961999, and said the related statements of income, retained earnings and cash flows and stockholders' equity for the six months three- and six-month periods then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to SECTION 5.1 of the Old Credit Agreement or this Agreement, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the Securities and Exchange Commission and previously delivered by the Borrower to the Lenders, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, could reasonably be expected to have had a Material Adverse Effect. (cb) Neither Each of the unaudited pro forma balance sheets of the Borrower nor any and PXRE Group as of its Subsidiaries had at June 30, 1996 any material obligation1999, contingent liability or liability a copy of which has heretofore been delivered to the Lenders, gives pro forma effect to the consummation of the Reorganization, the Bermuda Reinsurance Agreements, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheets"). Each Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower and PXRE Group, respectively, on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) The Borrower has prepared, and has heretofore furnished to the Lenders a copy of, annual projected balance sheets and statements of income and cash flows of each of the Borrower and PXRE Group giving effect to the Reorganization, the Bermuda Reinsurance Agreements, and the payment of transaction fees and expenses related to the foregoing (the "Projections") for taxesthe period beginning with the year ended December 31, long-term leases or unusual forward or long-term commitment which is not reflected 1999 and continuing through December 31, 2005. In the opinion of management of PXRE Group and the Borrower, the assumptions used in the balance sheet at such preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date referred hereof. The Projections have been prepared in good faith by the executive and financial personnel of PXRE Group and the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of PXRE Group and the Borrower, respectively, subject to the uncertainties and approximations inherent in subsection (a) above or in any projections and the notes theretobusiness of PXRE Group and Borrowers. (d) The Projections that have been delivered Each of PXRE Group and its Subsidiaries, after giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereintransactions contemplated hereby, which assumptions the Borrower believed (i) has capital sufficient to carry on its businesses as conducted and as proposed to be reasonable based conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the information available amount required to pay the Borrower probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Datematured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (e) The Borrower ishas heretofore furnished to the Agent copies of (i) the Annual Statements of each of its Insurance Subsidiaries (other than PXRE Ltd.) as of December 31, 1998, 1997 and 1996, and on a consolidated basis for the Borrower fiscal years then ended, (ii) the Quarterly Statements of each of its Insurance Subsidiaries (other than PXRE Ltd.) as of the end of the first two fiscal quarters of 1999, and its Subsidiaries arefor the end of the fiscal quarters then ended, Solvent.each as filed with the relevant Insurance Regulatory Authority, and (iii) the annual report with respect to PXRE Ltd. filed with Lloyd's (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation

Financial Matters. (a) The consolidated balance sheet Borrower has heretofore furnished to the Agent copies of (i) the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the audited consolidated balance sheets of the Borrower and its Subsidiaries as at June 30of December 31, 1998, 1997, and 1996, and the related consolidated statements of income, retained earnings and cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of PriceWaterhouseCoopers LLP thereon, and (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the six months then endedas of March 31, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at 1999 and June 30, 19961999, and said the related statements of income, retained earnings and cash flows and stockholders' equity for the six months three- and six-month periods then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in (x) the most recent financial statements referred to above and the notes thereto, all in conformity (y) the financial statements previously delivered pursuant to Section 5.1 of the Old Credit Agreement or this Agreement, or (z) any Form 8-K filed by the Borrower with GAAP. (b) Since June 30, 1996the Securities and Exchange Commission and previously delivered by the Borrower to the Lenders, there has been were, as of the date of the most recent financial statements described in the immediately foregoing clause (x) or (y) or, if later, the date of the most recently delivered Form 8-K, no material liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change Effect, and there have been no events since the date thereof neither the Borrower nor any Subsidiary has incurred any liabilities or developments that obligations that, individually or in the aggregate aggregate, could reasonably be expected to have had a Material Adverse Effect. (cb) Neither Each of the unaudited pro forma balance sheets of the Borrower nor any and PXRE Group as of its Subsidiaries had at June 30, 1996 any material obligation1999, contingent liability or liability a copy of which has heretofore been delivered to the Lenders, gives pro forma effect to the consummation of the Reorganization, the Bermuda Reinsurance Agreements, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheets"). Each Pro Forma Balance Sheet has been prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the financial condition of the Borrower and PXRE Group, respectively, on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) The Borrower has prepared, and has heretofore furnished to the Lenders a copy of, annual projected balance sheets and statements of income and cash flows of each of the Borrower and PXRE Group giving effect to the Reorganization, the Bermuda Reinsurance Agreements, and the payment of transaction fees and expenses related to the foregoing (the "Projections") for taxesthe period beginning with the year ended December 31, long-term leases or unusual forward or long-term commitment which is not reflected 1999 and continuing through December 31, 2005. In the opinion of management of PXRE Group and the Borrower, the assumptions used in the balance sheet at such preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date referred hereof. The Projections have been prepared in good faith by the executive and financial personnel of PXRE Group and the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of PXRE Group and the Borrower, respectively, subject to the uncertainties and approximations inherent in subsection (a) above or in any projections and the notes theretobusiness of PXRE Group and Borrowers. (d) The Projections that have been delivered Each of PXRE Group and its Subsidiaries, after giving effect to each Lender, were prepared on the basis consummation of the assumptions expressed thereintransactions contemplated hereby, which assumptions the Borrower believed (i) has capital sufficient to carry on its businesses as conducted and as proposed to be reasonable based conducted, (ii) has assets with a fair saleable value, determined on a going concern basis, (y) not less than the information available amount required to pay the Borrower probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the time so furnished amount that can reasonably be expected to become absolute and on the Closing Datematured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature. (e) The Borrower ishas heretofore furnished to the Agent copies of (i) the Annual Statements of each of its Insurance Subsidiaries (other than PXRE Ltd.) as of December 31, 1998, 1997 and 1996, and on a consolidated basis for the Borrower fiscal years then ended, (ii) the Quarterly Statements of each of its Insurance Subsidiaries (other than PXRE Ltd.) as of the end of the first two fiscal quarters of 1999, and for the end of the fiscal quarters then ended, each as filed with the relevant Insurance Regulatory Authority, and (iii) the annual report with respect to PXRE Ltd. filed with Lloyd's (collectively, the "Historical Statutory Statements"). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP where required (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its Subsidiaries arerespective Historical Statutory Statements, Solventany material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP (or, with respect to PXRE Ltd., the requirements of Lloyd's), would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities and obligations, are in its possession and are true, correct and complete in all material respects.

Financial Matters. (a) The Borrowers have heretofore furnished to the Lenders audited consolidated financial statements (including consolidated balance sheet sheets, consolidated statements of the Borrower income and consolidated statements of cash flows) of IGI and its consolidated Subsidiaries as at December 31, 19951994, 1993, 1992, 1991 and 1990 and for each of the five (5) consecutive Fiscal Years ended on such dates (the "Financial Statements"). (b) The Financial Statements have been prepared in accordance with GAAP on a consistent basis for all periods, are complete and correct in all material respects, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, present the consolidated financial condition of the Borrower IGI and its consolidated Subsidiaries as at such dates said dates, and the consolidated results of operations for the operations periods stated. The books of account and other financial records of IGI and each of the Borrower and its Subsidiaries for the period ended on such dates, all have been maintained in conformity accordance with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effectconsistently applied. (c) The Borrowers have heretofore furnished to the Lenders the pro forma consolidated balance sheet of the Borrowers as of September 30, 1995, but giving pro forma effect to the Spin-Off and all required borrowings hereunder in connection with the Spin-Off (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet fairly reflects the consolidated financial condition of IGI and its consolidated Subsidiaries as of the date thereof and after giving pro forma effect to the Spin-Off and all borrowings required in connection with the Spin- Off, subject only to normal audit and year-end adjustments which are not and will not be material. (d) Neither the Borrower IGI nor any of its the Subsidiaries had at June 30has any Liabilities, 1996 obligations or commitments of any material obligationkind or nature whatsoever, whether absolute, accrued, contingent liability or liability otherwise (collectively "Liabilities and Contingencies"), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any "earn-outs", stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, or in the Pro Forma Balance Sheet, (ii) Liabilities and Contingencies not incurred in the ordinary course of the Business Operations, all of which (and the amounts thereof, to the extent determinable) are disclosed on Schedules to this Agreement (to the extent required to be so disclosed hereunder) or in public filings made with the SEC under the Securities Exchange Act of 1934, as amended (true and complete copies of which filings have been furnished to the Lenders), (iii) Liabilities and Contingencies incurred in the ordinary course of business and consistent with past practice since the date of the most recent Financial Statements, which are not required to be disclosed on Schedules to this Agreement, or (iv) those Liabilities which are not required to be disclosed under GAAP. The reserves, if any, reflected on the consolidated balance sheet of IGI and the Subsidiaries included in the most recent Financial Statements are appropriate and reasonable. The Borrowers have not had and do not presently have any contingent obligations, liabilities for taxes, long-term leases taxes or unusual forward or long-term commitment which is not reflected commitments except as specifically set forth in the balance sheet at such date referred to in subsection (a) above Financial Statements or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing DateSchedule "1" annexed hereto. (e) The Borrower isExcept as otherwise reflected in the Pro Forma Balance Sheet or on Schedule "6" or Schedule "8" to this Agreement, since the date of the most recent Financial Statements, there has been no material adverse change in the Working Capital, condition (financial or otherwise), assets, liabilities, reserves, business, prospects, management or Business Operations of the Borrowers, when taken individually or as a consolidated whole, including, without limitation, the following: (i) there has been no change in any assumptions underlying, or in any methods of calculating, any bad debt, contingency or other reserve relating to IGI or any of the Subsidiaries; (ii) there have been no write-downs in the value of any inventory of, and there have been no write-offs as uncollectible of any notes, accounts receivable or other receivables of, IGI and the Subsidiaries, except for write- downs and write-offs in the ordinary course of business and consistent with past practice, none of which shall be material (and all of which are described in the Schedules to this Agreement or in the Financial Statements); (iii) no debts have been cancelled, no claims or rights of substantial value have been waived and no properties or assets (real, personal or mixed, tangible or intangible) have been sold, transferred, or otherwise disposed of by IGI or any Subsidiary, except in the ordinary course of business and consistent with past practice; (iv) there has been no change in any method of accounting or accounting practice utilized by IGI or any of the Subsidiaries; (v) no material casualty, loss or damage has been suffered by IGI or any of the Subsidiaries, regardless of whether such casualty, loss or damage is or was covered by insurance; and (vi) no action described in this Section 3.01(e) has been agreed to be taken by IGI or any of the Subsidiaries. (f) The Borrowers have heretofore furnished to the Lenders the pro forma consolidated balance sheet of the MPS Group as of September 30, 1995, but giving pro forma effect to the Spin-Off and all capital contributions to the MPS Group in connection therewith. Such pro forma balance sheet fairly reflects the consolidated financial condition of the MPS Group as of the date thereof on a consolidated pro forma basis as aforesaid. After giving effect to the Borrower Spin-Off, except as set forth on Schedule "14" to this Agreement, (i) none of the Borrowers has any ongoing liability or obligation (fixed or contingent) in respect of any members of the MPS Group or any debts, liabilities or obligations of any member of the MPS Group, and its Subsidiaries are, Solvent(ii) none of the Borrowers has any ongoing obligations to any member of the MPS Group or is owed any debt or obligation by any member of the MPS Group.

Financial Matters. (a) The Everest Group has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Everest Group and its Subsidiaries as of December 31, 2011, 2010 and 2009 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended, together with the opinion of PricewaterhouseCoopers thereon, and (ii) the unaudited consolidated balance sheet of the Borrower Everest Group and its Subsidiaries as at December of March 31, 19952012, and the related consolidated statements of income, retained earnings stockholders’ equity and cash flows for the three month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year end adjustments) and present fairly in all material respects the financial condition of Everest Group and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Everest Group and its Subsidiaries for the respective periods then ended. (b) Everest Group has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 2011, 2010 and 2009 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each Insurance Subsidiary as of March 31, 2012, and for the three month period then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the Borrower and its respective Insurance Subsidiaries covered thereby for the fiscal year respective periods then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1996, 1995, and 1994, and the related statements of income and cash flows for the fiscal years ended December 31, 1996, 1995 and 1994, together with the opinion of Ernst & Young thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31of September 30, 19951997, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings income and cash flows for the six months nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end audit adjustments, ) and present fairly the consolidated financial condition of the Borrower and its Subsidiaries on a consolidated basis as at such of the respective dates thereof and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesrespective periods then ended. Except as fully reflected in the most recent financial statements referred to above and the notes thereto, all in conformity there are no material liabilities or obligations with GAAPrespect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Since June The unaudited pro forma balance sheet of the Borrower as of September 30, 19961997, there a copy of which has heretofore been delivered to the Administrative Agent, gives pro forma effect to the consummation of the initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if such events had occurred on such date (the "Pro Forma Balance Sheet"). The Pro Forma Balance Sheet has been no Material Adverse Change prepared in accordance with GAAP (subject to the absence of footnotes required by GAAP and there have been no events or developments that subject to normal year-end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the aggregate have had a Material Adverse Effectfinancial condition of the Borrower on an unaudited pro forma basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (c) Neither The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, annual projected balance sheets and statements of income and cash flows of the Borrower nor any for the eight year period beginning with the year ended December 31, 1997, giving effect to the initial extensions of its Subsidiaries had at June 30credit made under this Agreement, 1996 any material obligationand the payment of transaction fees and expenses related to the foregoing (the "Projections"). In the opinion of management of the Borrower, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected the assumptions used in the balance sheet at such preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as of the date referred hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Borrower, are complete and represent a reasonable estimate of the future performance and financial condition of the Borrower, subject to the uncertainties and approximations inherent in subsection (a) above or in the notes theretoany projections. (d) The Projections that have been delivered to each Lender, were prepared on the basis Each of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries areSubsidiaries, Solventafter giving effect to the consummation of the transactions contemplated hereby, (i) has capital sufficient to carry on its businesses as conducted and as proposed to be conducted, (ii) has assets with a fair salable value, determined on a going concern basis, (y) not less than the amount required to pay the probable liability on its existing debts as they become absolute and matured and (z) greater than the total amount of its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and matured), and (iii) does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature.

Financial Matters. (a) The consolidated balance sheet Financial Statements of First Mining, including the Borrower notes thereto, included in the First Mining Information Record comply as to form and its Subsidiaries as at December 31content in all material respects with applicable Laws with respect thereto, 1995have been, and the related consolidated all financial statements of incomeFirst Mining which are publicly disseminated in respect of subsequent periods prior to the Closing Date will be, retained earnings prepared in accordance with IFRS consistently applied (except as may be indicated in the notes) and present fairly in all material respects the consolidated financial position of First Mining at the dates thereof and the consolidated results of its operations and cash flows of the Borrower and its Subsidiaries for the fiscal year periods then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, ended (subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then endedunaudited financial statements, to normal year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP). (b) Since June 30First Mining has no knowledge of any material adjustments, 1996potential liabilities or obligations, there has been no Material Adverse Change and there have been no events which individually or developments that in the aggregate have had a Material Adverse Effectnot been reflected in its Annual Financial Statements, other than with respect to its acquisition of Xxxxxxx Star Resources Inc. and Goldrush Resources Ltd. and other than liabilities, indebtedness and obligations incurred by First Mining in the ordinary course of business, or as contemplated in this Agreement. (c) Neither The financial information of First Mining contained in the Borrower nor any proforma consolidated statement of its Subsidiaries had at June 30financial position (which forms part of the First Mining Proforma Financial Statements) presents fairly, 1996 any in all material obligationrespects all the assets, liabilities (whether accrued, absolute, contingent liability or liability for taxesotherwise) and the financial condition of First Mining as at December 31, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto.2015; and (d) The Projections that have been delivered to each LenderTo the knowledge of First Mining, were prepared on the basis financial information of Goldrush Resources Ltd. and Xxxxxxx Star Resources Inc. contained in the proforma consolidated statement of financial position (which forms part of the assumptions expressed thereinFirst Mining Proforma Financial Statements) present fairly, which assumptions in all material respects all the Borrower believed to be reasonable based on assets, liabilities (whether accrued, absolute, contingent or otherwise) and the information available to the Borrower financial condition of Goldrush Resources Ltd. and Xxxxxxx Star Resources Inc. as at the time so furnished December 31, 2015 and on the Closing DateMarch 31, 2016, respectively. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 19951999, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified audited by Coopers & LybrxxxPricewaterhouseCoopers, X.L.P. L.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30December 31, 19961999, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30December 31, 19961999, and said statements of income, retained earnings and cash flows for the six twelve months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (b) Since June 30December 31, 19961999, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect. (c) Neither the Borrower nor any of its Subsidiaries had at June 30December 31, 1996 1999 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Restatement Effective Date. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.

Financial Matters. (a) The consolidated Section 2.8 of the Disclosure Schedule sets forth (a) the Company’s audited balance sheet of for the Borrower fiscal years ended March 31, 2012 (the “Balance Sheet Date”), March 31, 2011 and its Subsidiaries as at December 31, 19952009 and the related audited statements of income, cash flow and stockholders’ equity for the periods then ended (the “Audited Financials”) and (b) the Company’s unaudited balance sheet as of July 31, 2012 (the “Current Balance Sheet”), and the related consolidated unaudited statements of income, retained earnings cash flow and stockholders’ equity for the four (4) months then ended (the “Unaudited Financials” and together with the Audited Financials, the “Financials”). The Financials are true and correct in all material respects and have been prepared in accordance with GAAP consistently applied throughout the periods indicated and consistent with each other. The Financials present fairly the Company’s financial condition, operating results and cash flows as of the Borrower dates and its Subsidiaries for during the fiscal year then endedperiods indicated therein, certified except that the Unaudited Financials do not contain the notes required by Coopers & Lybrxxx, X.L.P. GAAP and the consolidated balance sheets of the Borrower are subject to normal and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to recurring year-end audit adjustmentsadjustments which are not, individually or in the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesaggregate, all in conformity with GAAPmaterial. (b) Since June 30The Company maintains a system of internal accounting controls and procedures that are sufficient to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of audited financial statements in accordance with GAAP and to maintain accountability for assets, 1996(ii) access to material assets is permitted only in accordance with management’s authorization, there has been no Material Adverse Change (iii) the recorded accountability for assets is compared with existing assets at reasonable intervals and there appropriate action is taken with respect to any differences, and (iv) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Except as set forth on Section 2.8(b) of the Disclosure Schedule, the Company (including its respective personnel and its independent accountants who have been no events or developments that a role in the aggregate have had a Material Adverse Effectpreparation of financial statements or the internal accounting controls utilized by the Company) has not identified or been made aware of (x) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (y) any fraud, whether or not material, that involves the management of the Company or any of their personnel or (z) any claim or allegation regarding any of the foregoing. (c) Neither Except as set forth in Section 2.8(c) of the Borrower nor any Disclosure Schedule, the accounts receivable of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not the Company reflected in the balance sheet at such date referred Financials, and all accounts receivable arising subsequent to in subsection the Balance Sheet Date, (ai) above or arose from bona fide transactions in the ordinary course of business consistent with past practice and (ii) are recorded in accordance with GAAP. The reserve set forth on the Current Balance Sheet against the accounts receivable for bad debts has been calculated in a manner consistent with GAAP and with the past practices of the Company. The notes theretoand accounts receivable reflected on the Current Balance Sheet (net of allowances for doubtful accounts as reflected therein) are valid receivables and are not subject to any set-off or counterclaim. Since the Balance Sheet Date, the Company has collected its accounts receivable in the ordinary course of business consistent with past practices, and the Company has not accelerated any such collections. All accounts payable and accrued expenses of the Company arose in bona fide arm’s length transactions in the ordinary course of business consistent with past practices, and no such account payable or accrued expense is delinquent in its payment by more than thirty (30) days past the date that such payments are generally made pursuant to past practices. Since the Balance Sheet Date, the Company has paid their respective accounts payable in the ordinary course of business consistent with past practices, and the Company has not delayed any such payments. (d) All of the inventory items of the Company are of a quality and quantity salable or usable, in each case, in the ordinary course of business as currently conducted or reasonably contemplated to be conducted at profit margins consistent with the Company’s experience in prior years. All inventory items reflect write downs to realizable values consistent with the Company’s past practice in the case of items which have become obsolete or unsalable (except at prices less than cost) through regular distribution channels in the ordinary course of business consistent with past practices. The Projections that values of the inventories stated in the Current Balance Sheet reflect the normal inventory valuation policies of the Company and were determined in accordance with GAAP and consistent with past practices. Since the Balance Sheet Date, no inventory items have been delivered to each Lender, were prepared on sold or disposed of except through sales in the basis ordinary course of business at profit margins consistent with the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing DateCompany’s experience in prior years. (e) Since the date of the Current Balance Sheet, the Company has maintained cash and cash equivalents in an amount consistent with the amounts maintained prior to the such date in the ordinary course of business consistent with past practices and the Company’s annual business cycle. If the Company were to conduct the Business in the ordinary course in accordance with its current projections and business plan from Closing until the one (1) year anniversary of the Closing, the Company (i) would have sufficient working capital to operate the business of the Company as currently conducted or proposed to be conducted in the ordinary course of business consistent with past practice and (ii) would not require any additional cash, other than cash from its balance sheet or withdrawals from the Credit Facility in an amount not to exceed $2,500,000 in the aggregate at any time and in the ordinary course of business consistent with past practice. (f) The Borrower isCompany is not the subject of any pending, and on or threatened insolvency proceedings of any character. The Company has not made an assignment for the benefit of creditors or taken any action with a consolidated view to or that would constitute a valid basis for the Borrower and its Subsidiaries are, Solventinstitution of any such insolvency proceedings.

Financial Matters. (a) The Borrower has heretofore made available to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2005, December 31, 2006 and December 31, 2007 and the related statements of income, shareholders’ equity and cash flows for the fiscal years or period then ended, together with the opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of the last fiscal quarter ending at December 31, 1995least 45 days prior to the Closing Date, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings shareholders’ equity and cash flows for the six months partial period then ended. Such consolidated financial statements (A) have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to year-the absence of notes required by GAAP and to normal year end audit adjustments), (B) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries Subsidiaries, and the results of their operations and their cash flows, as at such of the dates and for the consolidated results of the operations periods indicated and (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries for as of the period ended on such dates, all in conformity with GAAPdate thereof. (b) Since June 30The Borrower has heretofore made available to the Administrative Agent copies of (i) the Annual Statements of each Insurance Subsidiary as of December 31, 19962007, there has been no Material Adverse Change 2006 and there 2005 for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statement of each Insurance Subsidiary as of the last day of the last fiscal quarter ending at least 45 days before the Closing Date, and for the period beginning on January 1, 2008 and ending on such date, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been no events or developments that prepared, in all material respects, in accordance with SAP (except as may be reflected in the aggregate notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year end adjustments), were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have had a Material Adverse Effectbeen required to have been disclosed or provided for in such Historical Statutory Statements. (c) Neither (i) the board of directors of the Borrower, a committee thereof or an authorized officer of the Borrower has concluded that any financial statement previously furnished to the Administrative Agent or any Lender should no longer be relied upon because of an error, nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (aii) above or in the notes thereto. (d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions has the Borrower believed to been advised by its auditors that a previously issued audit report or interim review cannot be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Daterelied upon. (e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.