Common use of Financial Matters Clause in Contracts

Financial Matters. The Administrative Agent and the Arranger shall have received: (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) the audited consolidated balance sheets of the Company Parties as of December 31, 2019, and the related statements of income, cash flows and stockholders’ equity for the fiscal year then ended, together with the opinion of KPMG LLP thereon, and (ii) the unaudited consolidated balance sheet of the Company Parties as of October 30, 2020, and the related statements of income, cash flows and stockholders’ equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the Borrower unaudited financial statements, to the absence of notes required by GAAP and its Subsidiariesto normal year-end adjustments) and present fairly in all material respects the financial condition of the Company Parties on a consolidated basis as of the respective dates thereof and the results of operations of the Company Parties 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 Company Parties 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) After giving effect to the consummation of the Transactions, the Credit Parties, taken as a whole, (i) audited consolidated balance sheets have capital sufficient to carry on their businesses as conducted and related consolidated statements of incomeas proposed to be conducted, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets have 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 their existing debts as they become absolute and related consolidated statements matured and (z) greater than the total amount of income their liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and cash flows for 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. (c) Since December 31, 2019, there has not been an occurrence of a “material weakness” (as defined in statement on Auditing Standards No. 60) in, or fraud that involves management or other employees who have a significant role in, the Parent’s or the Borrower’s internal controls over financial reporting, in each interim fiscal quarter ended since case as described in Section 404 of the last audited Xxxxxxxx- Xxxxx Act of 2002 and all rules and regulations promulgated thereunder and the accounting and auditing principles, rules, standards and practices promulgated or approved with respect thereto. (d) Xxxxxxx (i) the board of directors of any Company Party, a committee thereof or an authorized officer of any Company Party has concluded that any financial statements and at least 45 days prior statement previously furnished to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing Administrative Agent should no longer be relied upon because of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; an error, nor (ii) with respect to the Acquired has any Company and Party been advised by its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each auditors that a previously issued audit report or interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall review cannot be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedrelied on.

Financial Matters. (a) The Administrative Agent books of account and other financial records of the Arranger shall Business, all of which have received:been made available to Buyer, are correct and complete in all material respects, represent actual, bona fide transactions and have been maintained in accordance with sound business and accounting practices. (b) Sellers have previously delivered to Buyer correct and complete copies of (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated their unaudited balance sheets and related consolidated statements of income, stockholder’s equity retained earnings and cash flows as of and for the three most recently completed their fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) December 28, 2008, including any footnotes thereto, and (ii) their unaudited consolidated interim balance sheets sheet and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity retained earnings and cash flows as of and for the three most recently completed fiscal years two months ended February 22, 2009 (the "Financial Statement Date") (the foregoing items in this clause (ii), the "Current Financial Statements" and, together with the items described in clause (i) above, the "Financial Statements"). The Financial Statements fairly present the financial condition of Sellers as at least 100 days prior the end of the periods covered thereby and the results of their operations and the changes in their financial position for the periods covered thereby, and, except as noted in such Financial Statements or on Schedule 2.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby subject, in the case of the Current Financial Statements, to year-end audit adjustments (which will not be material except as otherwise disclosed on Schedule 2.05) and the lack of footnotes and other presentation items. (c) Except as and to the Closing Date extent otherwise disclosed in the Current Financial Statements or on Schedule 2.05, the Business has no material liabilities of any kind, whether direct or indirect, fixed or contingent or otherwise, other than (i) executory obligations under Business Agreements which are not required to be set forth in the “Acquired Company Audited Current Financial Statements”) Statements in accordance with GAAP and (ii) unaudited consolidated balance sheets and related consolidated statements liabilities incurred in the ordinary course of income and cash flows for each interim fiscal quarter ended business since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); andStatement Date. (iiid) No Seller Party is insolvent, or will be rendered insolvent, by the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element consummation of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type transactions contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended.Transaction Documents

Financial Matters. (a) The Borrower has heretofore made available to the Administrative Agent copies of the audited consolidated balance sheets of the Borrower and its Subsidiaries for the fiscal years ending December 31, 2016, December 31, 2017 and December 31, 2018 and the Arranger shall 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. Such consolidated financial statements (A) have received: been prepared in accordance with GAAP (i) subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and (B) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. (ib) audited consolidated balance sheets The Borrower has heretofore made available to the Administrative Agent copies of the Annual Statements of each Insurance Subsidiary that is a Material Subsidiary as of December 31, 2016, 2017 and related consolidated statements 2018 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, 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), were in all material respects, in compliance with applicable Requirements of incomeLaw when filed and 11863223v8 24740.00050 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, stockholder’s equity changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the three most recently completed fiscal years ended at least 90 days prior to respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Closing Date Historical Statutory Statements (the “Borrower Audited Financial Statements”) including, without limitation, reserves, policy and (ii) unaudited consolidated balance sheets contract claims and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”statutory liabilities); provided , no Insurance Subsidiary that filing is a Material Subsidiary had, as of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (ii) with respect to the Acquired Company and its Subsidiarieswhether absolute, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) contingent or otherwise be prepared and whether or not due) that, in accordance with Regulation S-X under the Securities Act of 1933SAP, as amendedwould have been required to have been disclosed or provided for in such Historical Statutory Statements.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) with respect to the audited consolidated balance sheets of the Borrower and its SubsidiariesSubsidiaries as of December 31, (i) audited consolidated balance sheets 1998, 1997 and 1996 and the related consolidated statements of income, stockholder’s stockholders' equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to then ended, together with each opinion of the Closing Date (independent certified public accounting firm retained by the “Borrower Audited Financial Statements”) thereon, and (ii) the unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing sheet of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its SubsidiariesSubsidiaries as of September 30, (i) audited consolidated balance sheets 1999, and the related consolidated statements of income, stockholder’s stockholders' equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior nine-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the Closing Date (unaudited financial statements, to the “Acquired Company Audited Financial Statements”absence of notes required by GAAP and to normal year-end audit adjustments) and (ii) unaudited present fairly the financial condition of the Borrower and its Subsidiaries on a consolidated balance sheets basis as of the respective dates thereof and related the consolidated statements results of income operations of the Borrower and cash flows its Subsidiaries for each interim fiscal quarter ended since the last audited respective periods then ended. Except as fully reflected in the most recent financial statements (other than referred to above and the fourth fiscal quarter of 2017) and at least 60 days prior notes thereto, there are no material liabilities or obligations with respect to the Closing Date Borrower or any of its Subsidiaries of any nature whatsoever (the “Acquired Company Interim Financial Statements”whether absolute, contingent or otherwise and whether or not due); and. (iiib) the The unaudited pro forma financial statements set forth in balance sheet of the confidential information memorandumBorrower as of September 30, prepared after giving 1999, a copy of which has heretofore been delivered to the Administrative Agent, gives pro forma effect to each element the consummation of the Transactions initial extensions of credit made under this Agreement, and the payment of transaction fees and expenses related to the foregoing, all as if the Transactions such events had occurred on such date (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"Pro Forma Balance Sheet"); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be . The Pro Forma Balance Sheet has been prepared in accordance with Regulation SGAAP (subject to the absence of footnotes required by GAAP and subject to normal year-X under end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the Securities Act financial condition of 1933, the Borrower on an unaudited pro forma basis as amendedof the date set forth therein after giving effect to the consummation of the transactions described above.

Financial Matters. (a) The Company has heretofore made available to the Administrative Agent and copies of the Arranger shall have received: (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets of the Company and its Subsidiaries for the fiscal years ending December 31, 2019, December 31, 2020 and December 31, 2021 and the related consolidated statements of income, stockholder’s stockholders’ equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to or period then ended, together with the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited opinion of Xxxxx & Young LLP thereon. Such consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; A) have been prepared in accordance with GAAP (ii) subject, with respect to the Acquired unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) and (B) present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries, and the results of their operations and their cash flows, as of the dates and for the periods indicated. (ib) audited consolidated balance sheets The Company has heretofore made available to the Administrative Agent copies of the Annual Statements of each Insurance Subsidiary that is a Material Subsidiary as of December 31, 2019, 2020 and related consolidated statements 2021 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, 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), were in all material respects, in compliance with applicable Requirements of incomeLaw 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, stockholder’s equity changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) respective periods then ended. Except for liabilities and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows obligations disclosed or provided for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandumHistorical Statutory Statements (including, prepared after giving pro forma effect to each element without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary that is a Material Subsidiary had, as of the Transactions as if the Transactions had occurred on the last day date of such four quarter period its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805whether absolute, Business Combinations (formerly SFAS 141R)) contingent or otherwise be prepared and whether or not due) that, in accordance with Regulation S-X under the Securities Act of 1933SAP, as amendedwould have been required to have been disclosed or provided for in such Historical Statutory Statements.

Financial Matters. (a) The Company has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2005, 2004 and 2003, in each case with the related consolidated statements of income, stockholder’s equity and cash flows and stockholders’ equity for the three fiscal years then ended, together with the opinions of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the fiscal month most recently completed fiscal years ended at least 90 prior to the Closing Date for which such financial statements are available (which shall not be more than forty-five (45) days prior to the Closing Date (Date), and the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited year-to-date period then ended. Such financial statements and at least 45 days prior to the Closing Date have been prepared in accordance with GAAP (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) subject, with respect to the Acquired Company 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 SubsidiariesSubsidiaries (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 Company has heretofore furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of Aircast Holding and its Subsidiaries as of September 30, 2005 and December 31, 2004 and 2003, in each case with the related consolidated statements of income, stockholder’s equity and cash flows and stockholders’ equity for the three most recently completed fiscal years ended at least 100 days prior to (or, in the Closing Date (case of the “Acquired Company Audited Financial Statements”September 30, 2005 statements, nine-month period) and then ended, together with the opinions of Ernst & Young LLP thereon, (ii) the unaudited consolidated balance sheets sheet of Aircast Holding and its Subsidiaries as of December 31, 2005, and the related consolidated statements of income and cash flows for each interim the fiscal quarter ended since year then ended, and (iii) the unaudited consolidated balance sheet of Aircast Holding and its Subsidiaries as of the last audited day of the fiscal month most recently ended prior to the Closing Date for which such financial statements are available (other which shall not be more than the fourth fiscal quarter of 2017forty-five (45) and at least 60 days prior to the Closing Date Date), and the related statements of income and cash flows for the year-to-date period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the “Acquired Company Interim Financial Statements”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 Aircast Holding and its Subsidiaries (on a consolidated basis) as of the respective dates thereof and the results of operations of Aircast Holding 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 Aircast Holding 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. To the knowledge of the Company, except as set forth on Schedule 5.11(b); and, the consolidated balance sheets of Aircast as of December 31, 2005 and December 31, 2004 and the consolidated statements of income of Aircast for the twelve (12) month period ended December 31, 2005 and from inception to December 31, 2004 will be consistent, in all material respects, with the financial statements referred to in clause (ii) above and the historical financial statements of Aircast Holding and its Subsidiaries, as the case may be. (iiic) As of the pro forma Closing Date, the Parent will have prepared, and furnished to the Administrative Agent a copy of, a good faith estimated (subject only to completion of purchase price accounting and related adjustments) unaudited consolidated opening balance sheet of the Parent and its Subsidiaries as of the last day of the fiscal month most recently ended prior to the Closing Date for which such financial statements set forth in are available (which shall not be more than forty-five (45) days prior to the confidential information memorandumClosing Date), prepared after giving pro forma effect to each element the consummation of the Aircast Acquisition, the repayment of the Terminating Indebtedness, the initial extensions of credit made under this Agreement and the other Transactions and the payment of transaction fees and expenses related to the foregoing, all as if the Transactions such events had occurred on such date (the last day of such four quarter period (in “Pro Forma Balance Sheet”). Subject to the case of such balance sheet) or at adjustments noted above, the beginning of such period (in the case of such other financial statements); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise Pro Forma Balance Sheet will be prepared in accordance with the requirements of Regulation S-X under the Securities Act Exchange Act, will be based on stated assumptions made in good faith and believed by the Parent to have a reasonable basis set forth therein, and will present fairly in all material respects the consolidated financial condition of 1933the Parent 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. (d) The Parent 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 Parent and its Subsidiaries (consisting of balance sheets and statements of income and cash flows prepared by the Parent on a quarterly basis through fiscal year 2006 and on an annual basis thereafter covering a total period of not less than seven years), giving effect to the consummation of the Aircast Acquisition, the repayment of the Terminating Indebtedness, the initial extensions of credit made under this Agreement, the other Transactions 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 preparation of the Projections were fair, complete and reasonable when made and continue to be fair, complete and reasonable as amendedof the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Parent, are complete and are believed by the Parent to 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 any projections. (e) After giving effect to the consummation of the Aircast Acquisition and the other Transactions, the Company and the Credit Parties taken as a whole (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, 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2018, and the related statements of income, cash flows and shareholders’ 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 of September 30, 2019, and the related statements of income, cash flows and shareholders’ equity for the nine (9)‑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 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 financial statements referred to above and the notes thereto as of the Restatement Effective Date, 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) [Reserved]. (c) Each of the Borrower and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior after giving effect to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing consummation of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiariestransactions contemplated hereby, (i) audited consolidated balance sheets has capital sufficient to carry on its businesses as conducted and related consolidated statements of incomeas proposed to be conducted, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements has assets with a fair saleable value, determined on a going concern basis, (other y) not less than the fourth fiscal quarter 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 2017) its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be 12581222v10 24740.00017 expected to become absolute and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”matured in their ordinary course); and , and (iii) the pro forma financial statements set forth 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 the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedtheir ordinary course.

Financial Matters. (a) The Borrowers have heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) the audited consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2005, and the related statements of income, cash flows and stockholders' equity for the fiscal year then ended, and (ii) the unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the last day of the first fiscal quarter of fiscal year 2006, and the related statements of income, cash flows and stockholders' equity for the three-month period then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the Borrower 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, 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 (i) audited consolidated balance sheets and related consolidated statements the Annual Statements of incomeeach Insurance Subsidiary as of December 31, stockholder’s equity and cash flows 2005 for the three most recently completed fiscal years ended at least 90 days prior to year then ended, each as filed with the Closing Date (the “Borrower Audited Financial Statements”) relevant Insurance Regulatory Authority, and (ii) unaudited consolidated balance sheets the quarterly statement of each Insurance Subsidiary as of March 31, 2006, 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 related consolidated statements of income the valuation thereof, reserves, policy and cash flows for each interim fiscal quarter ended since contract claims and statutory liabilities) have been prepared, in all material respects, in accordance with SAP (except as may be reflected in the last audited financial statements notes thereto and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) subject, with respect to the Acquired Company quarterly statements, to the absence of notes required by SAP and its Subsidiariesto normal year end adjustments), (i) audited consolidated balance sheets were in all material respects, in compliance with applicable Requirements of Law when filed and related consolidated statements present fairly in all material respects the financial condition of incomethe respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, stockholder’s equity changes in capital and surplus and cash flows of the respective Insurance Subsidiaries covered thereby for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedrespective periods then ended.

Financial Matters. (a) The Borrower has heretofore furnished to ----------------- the Administrative Agent and the Arranger shall have received: copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 1995, 1994, and 1993, 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, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 1996, and the related statements of income, stockholders' equity and cash flows for the three-month period then ended. 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 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 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 Borrower has heretofore furnished to the Administrative Agent copies of (i) the Annual Statements of each of the Insurance Subsidiaries as of December 31, 1995, 1994 and 1993, and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each of the Insurance Subsidiaries as of March 31, 1996, 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 accordance with Statutory Accounting Principles (except as may be reflected in the 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 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. (c) Each of the Borrower and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior after giving effect to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing consummation of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiariestransactions contemplated hereby, (i) audited consolidated balance sheets will have capital sufficient to carry on its businesses as conducted and related consolidated statements of incomeas proposed to be conducted, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements will have assets with a fair saleable value, determined on a going concern basis, (other y) not less than the fourth fiscal quarter 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 2017) its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”matured); and , and (iii) the pro forma financial statements set forth in the confidential information memorandumwill not intend to, prepared after giving pro forma effect and will not believe that it will, incur debts or liabilities beyond its ability to each element of the Transactions pay such debts and liabilities as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedthey mature.

Financial Matters. The Administrative Agent (a) Set forth on Schedule 5.10(a) are actual and complete copies of the Arranger shall have received:following financial statements (collectively, the "FINANCIAL STATEMENTS"): (i) with respect to the Borrower audited balance sheets of the Company and its Subsidiariesconsolidated subsidiaries as of December 31, (i) 2003 and 2004, and the related audited consolidated balance sheets and related consolidated statements of income, stockholder’s stockholders' equity and cash flows of the Company for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirementsperiods then ended; (ii) with respect to the Acquired unaudited balance sheet of the Company and its Subsidiariesconsolidated subsidiaries as of December 31, (i) audited consolidated balance sheets 2005, and the related consolidated unaudited statements of income, stockholder’s stockholders' equity and cash flows of the Company for the three most recently completed fiscal years period then ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”"UNAUDITED 2005 FINANCIAL STATEMENTS"); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element unaudited balance sheet of the Transactions Company and its consolidated subsidiaries as if of February 28, 2006 (the Transactions had occurred "LATEST BALANCE SHEET DATE"), and the related unaudited statements of income, stockholders' equity and cash flows of the Company for the period then ended. (b) Except as disclosed in Schedule 5.10(b), the Financial Statements have been prepared based upon the books and records of the Company and its Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the last day of such four quarter period (periods covered thereby, subject, in the case of such balance sheet) or the unaudited financial statements, to normal, recurring year end adjustments, and the absence of explanatory footnote disclosures required by GAAP, and fairly present in all material respects the financial condition and results of operation of the Company and its consolidated Subsidiaries at the beginning respective dates described above (and the results of such period operations of the Company and its consolidated Subsidiaries for the respective periods). The Financial Statements do not contain any adjustment for the sale of the Company's airplane or the Non-FBO Asset Distribution. (in c) The only Borrowed Money Debt of the case of such Company and the Subsidiaries arises under the credit agreements and other financial statementspromissory notes and agreements described on Schedule 5.10(c); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting . (including adjustments d) Since the Latest Balance Sheet Date, neither the Company nor any Subsidiary has incurred any obligation or liability (whether accrued, absolute, contingent or otherwise) of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise required to be reflected on a consolidated balance sheet of the Company and the Subsidiaries prepared in accordance with Regulation SGAAP applied on a basis consistent with the Latest Balance Sheet except liabilities and obligations incurred in the ordinary course of business or in connection with the sale of the Company and the Subsidiaries. (e) Since March 1, 2003, except for the Business, the Non-X under FBO Assets or as set forth on Schedule 5.10(e), the Securities Act of 1933, as amendedCompany has not owned or operated any businesses other than FBO Businesses.

Financial Matters. (a) The Company has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets of the Parent and its Subsidiaries as of December 31, 2004, 2003 and 2002, in each case with the related consolidated statements of income, stockholder’s equity and cash flows and stockholders’ equity for the three most recently completed fiscal years ended at least 90 days prior to then ended, together with the Closing Date (the “Borrower Audited Financial Statements”) opinion of Ernst & Young LLP thereon, and (ii) the unaudited consolidated balance sheets sheet of the Parent and its Subsidiaries as of the last day of the first fiscal quarter of fiscal year 2005, and the related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited three-month period then ended. Such financial statements and at least 45 days prior to the Closing Date have been prepared in accordance with GAAP (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) subject, with respect to the Acquired Company 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 SubsidiariesSubsidiaries (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 (iwhether absolute, contingent or otherwise and whether or not due) audited that are required in accordance with GAAP to be reflected in such financial statements and that are not so reflected. (b) The Parent has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim of the Parent and its Subsidiaries (consisting of balance sheets and statements of income and cash flows prepared by the Parent on a quarterly basis through fiscal quarter ended since year 2005 and on an annual basis through the last audited financial statements (other than the fourth end of fiscal quarter of 2017) and at least 60 days prior year 2010), giving effect to the Closing Date initial extensions of credit made under this Agreement, the application of the proceeds thereof and the payment of transaction fees and expenses related to the foregoing (the “Acquired Company Interim Financial StatementsProjections”); and. In the good faith opinion of management of the Parent, 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 date 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 any projections. (c) After giving effect to the consummation of the transactions contemplated hereby, the Company and the Credit Parties taken as a whole (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, 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) the pro forma financial statements set forth 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 the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedtheir ordinary course.

Financial Matters. (a) The Administrative Agent and Borrower has heretofore furnished to the Arranger shall have received: Lender 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, stockholders' equity and cash flows for the fiscal years then ended, together with each opinion of the independent certified public accounting firm retained by the borrower thereon, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 1997, and the related statements of income, stockholders' equity and cash flows for the three-month period then ended. 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 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 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 Borrower has heretofore furnished to the Lender copies of (i) the Annual Statements of each of Everest Re and Everest National as of December 31, 1996, 1995 and 1994 and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority, and (ii) the Quarterly Statements of each of Everest Re and Everest National as of March 31, 1997, 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 Statutory Accounting Principles (except as may be reflected in the 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 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 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 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. (c) Each of the Borrower and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior after giving effect to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing consummation of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiariestransactions contemplated hereby, (i) audited consolidated balance sheets will have capital sufficient to carry on its businesses as conducted and related consolidated statements of incomeas proposed to be conducted, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements will have assets with a fair saleable value, determined on a going concern basis, (other y) not less than the fourth fiscal quarter 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 2017) its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”matured); and , and (iii) the pro forma financial statements set forth in the confidential information memorandumwill not intend to, prepared after giving pro forma effect and will not believe that it will, incur debts or liabilities beyond its ability to each element of the Transactions pay such debts and liabilities as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedthey mature.

Financial Matters. The Administrative Agent and the Arranger shall have received: (i) The HIP Parties have made available to HESM true, complete and correct copies of the audited annual consolidated balance sheets of HIP and its Subsidiaries as of December 31, 2018 and 2017 and the related audited consolidated statements of operations for the years then ended and the unaudited consolidated balance sheet of HIP and its Subsidiaries as of June 30, 2019, and the related unaudited consolidated statements of operations for the three and six months then ended (collectively, the “Financial Statements”). Except as noted in the Financial Statements (including any notes thereto), the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of HIP and its Subsidiaries, as applicable, as of such dates and the results of operations of HIP and its Subsidiaries, as applicable, for such periods (other than for changes in accounting principles disclosed therein and, with respect to the Borrower unaudited financial statements, for normal and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”recurring year-end adjustments); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements;. (ii) with respect There are no liabilities or obligations of any of the HIP Entities (whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, other than (A) liabilities or obligations reflected or reserved against in the applicable Financial Statements; (B) liabilities or obligations incurred in the ordinary course of business since June 30, 2019; (C) liabilities or obligations arising under Contracts entered into in the ordinary course of business; (D) liabilities not required to be presented by GAAP in unaudited financial statements; (E) liabilities or obligations under any of the Transaction Documents; and (F) other liabilities or obligations which, in the aggregate, would not be material to the Acquired Company and its SubsidiariesHIP Entities, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions taken as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendeda whole.

Financial Matters. (a) The Administrative Agent Borrower has heretofore furnished to the Lender the audited consolidated financial statements (including balance sheets, statements of income and statements of cash flows) of the Borrower and its Subsidiaries as at June 30, 2005, 2006 and 2007, and for the Fiscal Years then ended (collectively, the “Financial Statements”). (b) The Financial Statements (i) have been 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 unaudited statements, to the absence of full footnote disclosures, and to normal non-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 of said dates, and the Arranger shall results of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals, as applicable, for a fair presentation of the Borrower’s and its Subsidiaries’ consolidated financial condition and results of 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 Borrower, 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, neither the Borrower nor any of its Subsidiaries have receivedany 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 balance sheet included in the most recent Financial Statements are appropriate and reasonable. Neither the Borrower nor any of its Subsidiaries have any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any material or unusual forward or long-term commitments, except as specifically set forth in Schedule 3.01 of the Disclosure Schedule. (d) Since the date of the most recent Financial Statements, 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, operations or prospects of the Borrower or any of its Subsidiaries, including, without limitation, the 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 or any Subsidiary; (ii) there have been (A) no material 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 Borrower 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 which, individually or in the aggregate, are material to the Borrower and its Subsidiaries (taken as a whole) 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 respect 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 of the Borrower or any Subsidiary which the Borrower or such Subsidiary has received written notice of and 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 which, individually or in the aggregate, is or will be material to the consolidated financial condition of the Borrower and its Subsidiaries, 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 and its Subsidiaries have in place adequate systems of internal controls and disclosure controls and procedures sufficient to provide reasonable assurance that (i) audited consolidated balance sheets and related consolidated statements of incometransactions are executed in accordance with management’s general or specific authorizations, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements transactions are recorded as necessary to permit preparation of income and cash flows for each interim fiscal quarter ended since the last audited financial statements in accordance with GAAP 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 least 45 days prior reasonable intervals and appropriate action is taken with respect to any differences, and (v) the Borrower and its management are able to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Closing Date (Borrower and the “Borrower Interim Financial Statements”)Subsidiaries; provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) no material deficiency exists with respect to the Acquired Company Borrower’s or any Subsidiary’s systems of internal controls. (f) All of the SEC Reports (as amended), as of the respective dates thereof, complied in all material respects, as applicable, with the Act and its Subsidiaries, the Exchange Act. (ig) audited consolidated balance sheets The representations and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior warranties made in this Section 3.01 are subject to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth matters disclosed in the confidential information memorandumBorrower’s Current Report on Form 8-K dated October 18, prepared after giving pro forma effect to each element of 2007, filed with the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedSEC.

Financial Matters. (a) The Administrative Borrower has heretofore furnished to the Agent copies of the audited consolidated balance sheets of the Borrower and its Subsidiaries (as of the applicable date) as of December 31, 2000, 1999, and 1998, and the Arranger shall related statements of income, cash flows and stockholders' equity for the fiscal years then ended, together with the opinion of KPMG, LLP thereon. Such financial statements have received: been prepared in accordance with GAAP (isubject, 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 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 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 of the Borrower and its SubsidiariesSubsidiaries as of September 30, (i) audited consolidated balance sheets and related consolidated statements 2001, a copy of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior which has heretofore been delivered to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its SubsidiariesAgent, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving gives pro forma effect to each element the extensions of credit made under this Agreement as of the Transactions Second Restatement Closing Date, the issuance of the Medium Term Notes, and the payment of transaction fees and expenses related to the foregoing, all as if the Transactions such events had occurred on such date (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"Pro Forma Balance Sheet"); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be . The Pro Forma Balance Sheet has been prepared in accordance with Regulation SGAAP (subject to the absence of footnotes required by GAAP and subject to normal year-X under end adjustments) and, subject to stated assumptions made in good faith and having a reasonable basis set forth therein, presents fairly the Securities Act financial condition of 1933, the Borrower and its Subsidiaries on an unaudited pro forma basis as amendedof the date set forth therein after giving effect to the consummation of the transactions described above.

Financial Matters. (a) The Administrative Agent and the Arranger shall have received: (i) with respect Applicant has heretofore furnished to the Borrower and its Subsidiaries, (i) Agent copies of the audited consolidated balance sheets of the Applicant and its Subsidiaries as of December 31, 2000, 1999, 1998, and 1997, and the related consolidated statements of income, stockholder’s stockholders’ equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to then ended, together with the Closing Date opinions of PricewaterhouseCoopers, LLP (the “Borrower Audited Financial Statements”or its predecessor, Coopers & Xxxxxxx, LLP) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited thereon. Such financial statements and at least 45 days prior to the Closing Date have been prepared in accordance with Generally Accepted Accounting Principles (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) subject, with respect to the Acquired Company 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 the Applicant and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of the Applicant 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 the Applicant or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Applicant has heretofore furnished to the Agent copies of (i) the Annual Statements of each of the Insurance Subsidiaries as of December 31, 2000, 1999, and 1998, 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, 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 Practices (except as may be reflected in the notes thereto), 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 other-wise and whether or not due) that, in accordance with Statutory Accounting Practices, 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. (c) Each of the Applicant and its Material Subsidiaries, after giving effect to the consummation of the transactions contemplated hereby, (i) audited consolidated balance sheets will have capital sufficient to carry on its businesses as conducted and related consolidated statements of incomeas proposed to be conducted, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements will have assets with a fair saleable value, determined on a going concern basis, (other y) not less than the fourth fiscal quarter 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 2017) its liabilities (including identified contingent liabilities, valued at the amount that can reasonably be expected to become absolute and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”matured); and , and (iii) the pro forma financial statements set forth in the confidential information memorandumwill not intend to, prepared after giving pro forma effect and will not believe that it will, incur debts or liabilities beyond its ability to each element of the Transactions pay such debts and liabilities as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedthey mature.

Financial Matters. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger shall have received: copies of (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2005, January 1, 2005 and January 3, 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 of the last day of the first quarter of fiscal year 2006, and the related statements of income, cash flows and stockholders’ equity for the one-quarter 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 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 SubsidiariesSubsidiaries 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. (ib) audited The Pro Forma Balance Sheet gives pro forma effect to 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 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) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, projected consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows Subsidiaries for the three most recently completed fiscal years ended at least 100 days prior to six fiscal-year period through the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements end of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior fiscal year 2011, giving effect to the Closing Date 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 “Acquired Company Interim Financial StatementsProjections”); and. In the good faith 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 date 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 any projections. (d) After giving effect to the consummation of the Transactions, the 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 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) the pro forma financial statements set forth 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 the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedtheir ordinary course.

Financial Matters. (a) The Administrative Agent and Company has heretofore furnished to the Arranger shall have received: Lenders copies of (i) the audited consolidated balance sheets of the Company 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 Company and its Subsidiaries as of the last day of the fourth fiscal month of fiscal year 2003, and the related statements of income, 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 Company by Mettis Group Limited. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the Borrower 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 referred to in clause (ii) above have been prepared in accordance with United States GAAP (i.e., GAAP determined without regard to the proviso in the definition of such term) and present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or Mettis and its Subsidiaries, as the case may be, as of the respective dates thereof and the consolidated results of operations of the Company and its Subsidiaries or Mettis and its Subsidiaries, 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 Company and its Subsidiaries or Mettis and its Subsidiaries of any nature whatsoever (iwhether absolute, contingent or otherwise and whether or not due) audited 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 Mettis Acquisition, the issuance of the Notes, 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 the Credit 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 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 consolidated financial condition of the Company 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) The Company has prepared, and has heretofore furnished to each of the Lenders a copy of, projected consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiaries, Subsidiaries (i) audited consolidated consisting of balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows prepared jointly by the Sponsor and the Company on a quarterly basis through fiscal year 2003 and thereafter on an annual basis) for each interim the seven fiscal-year period through the end of fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior year 2009, giving effect to the Closing Date consummation of the Mettis Acquisition, the issuance of the Notes, 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 the Credit Agreement, the payment of transaction fees and expenses related to the foregoing, and the consummation of the other Transactions (the “Acquired Company Interim Financial StatementsProjections”); and. In the good faith opinion of management of the Company, 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 date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Company, are complete and represent a reasonable estimate of the future performance and financial condition of the Company and its Subsidiaries, subject to the uncertainties and approximations inherent in any projections. (d) After giving effect to the consummation of the Transactions, the Members of the Consolidated Group 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 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) the pro forma financial statements set forth 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 the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedtheir ordinary course.

Financial Matters. (a) The Administrative Agent Borrower has heretofore furnished to the Lender (i) the audited consolidated financial statements (including balance sheets, statements of income, statements of cash flows and statements of stockholders’ equity) of the Borrower and its Subsidiaries as at December 31, 2006, 2007 and 2008, and for the Fiscal Years then ended, and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries as of June 30, 2009 and for the six (6) months then ended (collectively, the “Financial Statements”). (b) The Financial Statements (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of the unaudited Financial Statements, to the absence of full footnote disclosures, and to normal non-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 of said dates, and the Arranger shall have receivedresults of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Borrower’s and its Subsidiaries’ consolidated financial condition and results of 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 Borrower 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(c) of the Disclosure Schedule, neither the Borrower nor any Subsidiary has 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 balance sheet included in the most recent Financial Statements are appropriate and reasonable. Neither the Borrower nor any Subsidiary has any Indebtedness for money borrowed, outstanding obligations for the purchase price of property, contingent obligations or liabilities for taxes, or any unusual forward or long-term commitments, except as specifically set forth in Schedule 3.01 of the Disclosure Schedule. (d) Since the date of the most recent Financial Statements, except as set forth in Schedule 3.01(d) of the Disclosure Schedule, there has been no material adverse change in the working capital, condition (financial or otherwise), assets, liabilities, reserves, business, management, operations or prospects of the Borrower and its Subsidiaries (taken as a whole), including, without limitation, the 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 or any Subsidiary; (ii) there have been (A) no material 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 Borrower 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 Company to or in respect of any equity securities of the Company; 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 has 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 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 (v) the Borrower and its management are able to obtain timely and accurate information regarding the Business Operations and all material transactions relating to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets ; and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) no material deficiency exists with respect to the Acquired Company Borrower’s systems of internal controls. (f) Schedule 3.01(f) of the Disclosure Schedule sets forth a true and complete list of all undisputed and all disputed accounts payable (itemized by creditor, dollar amount and original due date) of the Borrower and its Subsidiaries, Subsidiaries that are more than ninety (i90) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element past due as of the Transactions as if the Transactions had occurred on the last day date 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedthis Agreement.

Financial Matters. The Administrative Agent and (a) Vesta has heretofore furnished to the Arranger shall have received: Lender copies of (i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets of Vesta and its Subsidiaries as of December 31, 1998, 1997, and 1996, and the related consolidated statements of income, stockholder’s stockholders' equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to then ended, together with the Closing Date (the “Borrower Audited Financial Statements”) opinion of KPMG Peat Marwick thereon or PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing sheet of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its SubsidiariesSubsidiaries as of September 30, (i) audited consolidated balance sheets 1999, and the related consolidated statements of income, stockholder’s stockholders' equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and (iii) the pro forma financial statements nine-month period then ended. Except as set forth in the confidential information memorandumSchedule 4.11(a) attached hereto, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be have been prepared in accordance with Regulation SGenerally 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-X under end audit adjustments) and present fairly the Securities Act financial condition of 1933Vesta and its Subsidiaries on a consolidated basis as of the respective dates thereof and the consolidated results of operations of Vesta 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 Vesta or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) Vesta has heretofore furnished to the Lender copies of the Annual Statements of each of the Insurance Subsidiaries as of December 31, 1998, 1997, 1996 and 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 prepared in accordance with Statutory Accounting Principles (except as may be reflected in the 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 amendedof 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. (c) Each of Vesta and its Subsidiaries, after 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. The Administrative Agent and (a) Set forth on Schedule 3.7(a) are the Arranger shall have received:following financial statements (collectively, the “Financial Statements”): (i) with respect to the Borrower audited combined balance sheet of the Company and its Subsidiaries, (i) excluding Trafigura Field Services LLC, as of September 30, 2013, and the related audited consolidated balance sheets combined income statement and related consolidated statements statement of income, stockholder’s equity and cash flows of the Company and its Subsidiaries, excluding Trafigura Field Services LLC, for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirementsyear then ended; (ii) with respect to the Acquired Company unaudited balance sheet of Trafigura Field Services LLC, as of September 30, 2013, and its Subsidiaries, (i) audited consolidated balance sheets the related unaudited income statement and related consolidated statements statement of income, stockholder’s equity and cash flows of Trafigura Field Services LLC for the three most recently completed fiscal years year then ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Unaudited 2013 Financial Statements”); and (iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element unaudited combined balance sheet of the Transactions Company and its Subsidiaries, including Trafigura Field Services LLC, as if of June 30, 2014, and the Transactions had occurred related unaudited income statement and statement of cash flows of the Company and its Subsidiaries for the nine (9) month period then ended (the “Interim Financial Statements”). (b) Except as disclosed in Schedule 3.7(b), the Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout the last day of such four quarter period periods covered thereby (except to the extent disclosed therein or required by changes in GAAP), subject, (A) in the case of such balance sheetthe Interim Financial Statements, to normal, recurring year-end and quarterly adjustments, the absence of a combined statement of parent’s net investment and the absence of footnote disclosures required by GAAP, and (B) or at the beginning of such period (in the case of such other the Unaudited 2013 Financial Statements, to the absence of footnote disclosures required by GAAP, and (ii) fairly present in all material respects the financial statements); it being understood condition and results of operations of the Trafigura Terminal Entities at the respective dates and for the respective periods described above. (c) Since June 30, 2014, none of the Trafigura Terminal Entities has incurred any obligation or liability of any type (whether accrued, absolute, contingent or otherwise) that such pro forma financial statements shall would be required under GAAP to include adjustments for purchase accounting (including adjustments be reflected on a consolidated balance sheet of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be Company prepared in accordance with Regulation S-X under GAAP applied on a basis consistent with the Securities Act balance sheet as of 1933June 30, 2014 included in the Interim Financial Statements, other than any such liabilities or obligations that have been incurred in the ordinary course of business since such date and are not material in amount or significance or as amendeddescribed on Schedule 3.7(c). (d) Except as set forth on Schedule 3.7(d), there are no outstanding guarantees, letters of credit or other credit support issued as security or support for any obligation of any Trafigura Terminal Entity.

Financial Matters. (a) The Administrative Agent and Company has furnished to the Arranger shall have received: Investors copies of (i) the audited consolidated and consolidating balance sheets of the Company and its Subsidiaries (other than the Xxxxx Companies) as of December 31, 2006 and 2005, 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 auditors thereon, and (ii) the unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries (other than the Xxxxx Companies) as of December 31, 2007, and the related statements of income, cash flows and stockholders’ equity for the year ended December 31, 2007. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the Borrower unaudited financial statements, to the absence of notes required by GAAP, to normal year-end adjustments and to the exclusion of all financial information relating to the Xxxxx Companies) and present fairly in all material respects the financial condition of the Company and its SubsidiariesSubsidiaries (other than the Xxxxx Companies) on a consolidated and consolidating basis as of the respective dates thereof and the results of operations of the Company and its Subsidiaries (other than the Xxxxx Companies) on a consolidated and consolidating 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 Company and its Subsidiaries (other than the Xxxxx Companies) 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 Company has furnished to the Investors copies of (i) the audited consolidated and consolidating balance sheets of the Xxxxx Companies as of December 31, 2006 and 2005, in each case with the related consolidated statements of income, stockholder’s equity and cash flows and stockholders’ equity for the three most recently completed fiscal years ended at least 90 days prior to then ended, together with the Closing Date (the “Borrower Audited Financial Statements”) opinion of auditors thereon, and (ii) the unaudited consolidated and consolidating balance sheet of the Xxxxx Companies as of December 31, 2007, and the related statements of income, cash flows and stockholders’ equity for the year ended December 31, 2007. 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, to normal year-end adjustments and the fact that the Xxxxx Companies are not consolidated with the Company) and present fairly in all material respects the financial condition of the Xxxxx Companies on a consolidated and consolidating basis as of the respective dates thereof and the results of operations of the Xxxxx Companies on a consolidated and consolidating 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 Xxxxx Companies 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. (c) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the 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 good faith and having a reasonable basis set forth therein, presents fairly in all material respects the consolidated and consolidating financial condition of the Company and its Subsidiaries (other than the Xxxxx Companies) on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation of the transactions described above. (d) The Company has prepared, and has furnished to the Investors a copy of, projected consolidated and consolidating balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements; (ii) with respect to the Acquired Company and its Subsidiaries, Subsidiaries (i) audited consolidated consisting of balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim prepared by the Company on a monthly basis through fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior year 2008, giving effect to the Closing Date consummation of the Transactions (the “Acquired Company Interim Financial StatementsProjections”); and. In the good faith opinion of management of the Company, the assumptions used in the preparation of the Projections were reasonable when made and continue to be reasonable as of the date hereof. The Projections have been prepared in good faith by the executive and financial personnel of the Company. (e) After giving effect to the consummation of the Transactions, each Company 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 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. (f) Since December 31, 2006, there has not been an occurrence of a “material weakness” (as defined in statement on Auditing Standards No. 60) in, or fraud that involves management or other employees who have a significant role in, the pro forma Company’s internal controls over financial statements set forth in reporting. (g) Neither (i) the confidential information memorandum, prepared after giving pro forma effect to each element board of directors of the Transactions as if Company, a committee thereof or the Transactions had occurred on 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); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments Chief Financial Officer of the type contemplated Company has concluded that any financial statement previously furnished to the Investors should no longer be relied upon because of an error, nor (ii) has the Company been advised by FASB ASC 805, Business Combinations (formerly SFAS 141R)) its auditors that a previously issued audit report or otherwise interim review cannot be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amendedrelied on.