Common use of Financial Statements and Condition Clause in Contracts

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, the Company has delivered to Purchaser true and complete copies of the following financial statements: (includingi) the audited balance sheets of the Company and its consolidated Subsidiaries as of December 31, without limitation2014, 2013 and 2012, and the related audited consolidated statements of operations, members’ equity and cash flows and related notes for each of the years ended December 31, 2014, 2013 and 2012 together with a true and correct copy of the report on such audited information by Ernst & Young LLP, and all letters from such accountants with respect to the results of such audits; and (ii) the unaudited balance sheets of the Company and its consolidated Subsidiaries as of June 30, 2015, and the related unaudited consolidated statements of operations, members’ equity and cash flows for the portion of the fiscal year then ended. Except as set forth in the notes thereto and as disclosed in Section 3.08(a) of the Disclosure Schedule, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to changes resulting from audits and year-end audit adjustments as to in the interim statementscase of the Unaudited Financial Statements the effect of which is not, individually or in the aggregate, material) and fairly present in all material respects the consolidated financial condition and results of operations of the Credit Parties Company and their its consolidated Subsidiaries as at such of the respective dates thereof and the results of their operations and changes in financial position for the respective periods then endedcovered thereby. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the The financial condition and results of operations of each Subsidiary are, and for all periods referred to in this Section 3.08 have been, consolidated with those of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceCompany. (b) All financial projections Except for the execution and certificates delivered by delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto on or prior to the Agent or any Lender Closing Date and as disclosed in Section 3.08 of the Disclosure Schedule, since the Unaudited Financial Statement Date (including, without limitation, i) the business of the Company and the Subsidiaries has been operated in all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material respects in the reasonable opinion ordinary course, (ii) there has not been any Company Material Adverse Effect and (iii) no action has been taken that, if taken after the date hereof, would require the consent of Purchaser under Section 6.04(b). (c) Except (i) as and to the extent disclosed in the Financial Statements, (ii) for Liabilities incurred after June 30, 2015 in the ordinary course of business consistent with past practice and expressly included in the calculation of Final Assumed Liabilities, and (iii) for Liabilities set forth on Section 3.08(c) of the Credit PartiesDisclosure Schedule, were reasonable when made and reflectneither the Company nor any of its Subsidiaries has any Liabilities, in the reasonable opinion whether or not such Liabilities would be required by GAAP to be reflected on a consolidated balance sheet of the Credit Parties, reasonable estimates of the results of operation Company and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits Subsidiaries.

Financial Statements and Condition. (a) All annual and quarterly The Borrower's audited consolidated financial statements delivered by the Credit Parties as at December 31, 2001 heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been Banks were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods involved (except for as may be indicated in the absence notes thereto regarding the adoption of footnotes and subject to year-end audit adjustments as to the interim statementsnew accounting policies) and present fairly present in all material respects the consolidated financial condition position of the Credit Parties Borrower and their its Subsidiaries as at such the respective dates thereof and the consolidated results of their operations of the Borrower and changes in financial position its Subsidiaries for the respective periods then ended. All monthly The Borrower's unaudited interim financial statements delivered by the Credit Parties as at March 31, 2002 heretofore furnished to the Agent or any Lender (including, without limitation, all such Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements delivered as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in connection with all material respects the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the consolidated financial condition and consolidated results of operations of the Credit Parties Borrower and their its Subsidiaries as at such of the dates and the results of their operations for the respective periods then endedindicated therein except as otherwise set forth therein. As of the dates of such financial statements, no Credit Party or neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesSince December 31, other than the Xxxxxxxxxx’x Entity, since June 30, 20072001, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material adverse change in the reasonable opinion business, operations, property, assets or condition, financial or otherwise, of the Credit Parties, were reasonable when made Borrower and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits Subsidiaries taken as a whole.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender (includingexecution of this Agreement, without limitationSeller has delivered to Purchaser true and complete copies of the audited consolidated balance sheets of the Company and the Subsidiary as of December 31, all 1994, 1995 and 1996, and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal periods then ended, certified by Seller's Accountant. All such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except and fairly present in all material respects the consolidated financial condition and results of operations of the Company and the Subsidiary as of the respective dates thereof and for the respective periods covered thereby except, in the case of the unaudited financial statements, for the absence of footnotes and subject normal year end adjustments which an audit would reveal. (b) Except for the execution and delivery of this Agreement and the transactions to year-end audit adjustments as take place pursuant hereto on or prior to the interim statements) and fairly present Closing Date, since the financial condition Audited Financial Statement Date there has not been any material adverse change in the Business or Condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesCompany, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect those occurring as a result of general economic or financial conditions or other developments which are not unique to the Xxxxxxxxxx’x EntityCompany and the Subsidiary but also affect other Persons who participate or are engaged in the lines of business in which the Company and the Subsidiary participate or are engaged. (c) Since the Audited Financial Statement Date, neither the Company nor the Subsidiary has incurred any liabilities of a kind required by GAAP to be set forth on a balance sheet and which in the aggregate are material to the Business or Condition of the Company, other than liabilities incurred in the ordinary course of business. (d) Except as expressly authorized or required by this Agreement, since December 31, 20071996 neither the Company nor the Subsidiary has, there has been no Material Adverse Occurrence.and Seller covenants and agrees that from the date of this Agreement until the Closing Date neither the Company nor the Subsidiary will have,: (bi) All financial projections and certificates delivered amended its certificate of incorporation or by-laws or comparable instruments or merged with or into or consolidated with any other Person, or changed or agreed to rearrange in any material respect the character of its business (except that the Company may amend its certificate of incorporation to change its name as contemplated by Section 12.16); (ii) issued, sold or purchased options or rights to subscribe to, or entered into any contracts or commitments to issue, sell or purchase, any shares of its capital stock; (iii) entered into, amended or terminated any (x) employment agreement, (y) adopted, entered into or amended any arrangement which is, or would be, a Company Plan or (z) made any change in any actuarial methods or assumptions used in funding any Company Plan or in the Credit Parties to the Agent assumptions or factors used in determining benefit equivalences thereunder; (iv) issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money, or guaranteed any indebtedness for borrowed money or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichcapitalized lease obligation, in the reasonable opinion each case in excess of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that ($25,000 individually or in the aggregate; (v) would result declared, set aside or paid any dividends or declared or made any other distributions of any kind to its stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock other than cash distributions to its stockholders; (vi) knowingly waived any right of material value to its business; (vii) made any change in its accounting methods or practices or made any changes in depreciation or amortization policies or rates adopted by it or made any material write-down of inventory or material write-off as uncollectible of accounts receivable; (viii) made any wage or salary increase or other compensation payable or to become payable or bonus, or increase in any material change in other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives, or any accrual for or commitment or agreement to make or pay the same, other than increases made in the ordinary course consistent with past practice; (ix) entered into any transactions with any of its Affiliates, stockholders, officers, directors, employees, consultants, agents or other representatives (other than employment arrangements made in the ordinary course of business consistent with past practice), or any Affiliate of any stockholder, officer, director, consultant, employee, agent or other representative; (x) made any payment or commitment to pay any severance or termination pay to any Person or any of its officers, directors, employees, consultants, agents or other representatives, other than payments or commitments to pay such projectionsPersons or its officers, directors, employees in the ordinary course of business; (A) entered into any lease (as lessor or lessee), (B) sold, abandoned or made any other disposition of any of its assets or properties other than in the ordinary course of business consistent with past practice; or (C) granted or suffered any Lien on any of its assets or properties other than Permitted Liens and sales of inventory in the ordinary course of business; (xii) except for inventory or equipment acquired in the ordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other Person; (xiii) paid, directly or indirectly, any of its liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business, except to obtain the benefit of discounts available for early payment; or (xiv) made any capital expenditures or commitments for capital expenditures in an aggregate amount exceeding $25,000.

Financial Statements and Condition. (a) All annual and quarterly The financial statements delivered by of Rhys contained in the Credit Parties to Public Record (the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Rhys Financial Statements”) have been prepared in accordance with GAAP on a consistent basis (except IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Rhys as at the date and for the absence periods reported upon;‌ (b) The books and records of footnotes Rhys disclose all material financial transactions of Rhys, and subject to year-end audit adjustments as to the interim statementssuch transactions have been fairly and accurately recorded; (c) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent There are no known or anticipated material liabilities or any Lender kind whatsoever (includingincluding absolute, without limitationaccrued or contingent liabilities) nor any commitments, all such financial statements delivered in connection with the Agent’s whether or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition not determined or determinable, of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statementsRhys, no Credit Party or any Subsidiary had any material obligationwhether direct, indirect, absolute, contingent liabilityor otherwise, liability for taxes which are not disclosed or long-term lease obligation which is not reflected in such financial statements or the Rhys Financial Statements except for:‌ (i) those incurred in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, ordinary course of business of Rhys since June 30, 20072017, there has been no Material Adverse Occurrence and with respect such liabilities are recorded in the books and records of Rhys; and (ii) those incurred in relation to the Xxxxxxxxxx’x Entitytransactions contemplated by this Agreement, since December 31including in relation to the Financing, 2007or the Loan Agreements; (d) Rhys has not granted any Encumbrance over its assets or in any particular asset;‌ (e) Other than the Asset Option Agreement, there Rhys is not a party to any contract or agreement with any officer, director, employee, shareholder or any other Person with whom Rhys is not dealing at arm’s length (within the meaning of the Income Tax Act (Canada), nor any Affiliate of any of the foregoing, with the exception of usual compensation paid in the ordinary course of business consistent with past practice; (f) There are no debts or amounts owing to Rhys by, nor has been no Material Adverse OccurrenceRhys borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom Rhys does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of Rhys in the ordinary course. (bg) All financial projections Rhys has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any Person; and‌ (h) The accounts receivable of Rhys are bona fide, good and certificates delivered by the Credit Parties to the Agent collectible without set-off or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionscounterclaim.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by The Sellers have provided the Credit Parties Financial Statements to Buyer. Copies of the Agent or any Lender Financial Statements are set forth on Section 4.04(a) of the Disclosure Schedule. (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), b) The Financial Statements have been prepared from, and are consistent with, the Company’s books and records and in accordance with GAAP applied on a consistent basis (except for throughout the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and periods covered thereby. The Financial Statements fairly present in all material respects the financial condition of the Credit Parties and their Subsidiaries Company as at of such dates and the results of their the Company’s operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (includingspecified, without limitationsubject to, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates Interim Financial Statements, normal year-end adjustments and the results absence of their operations for the respective periods then endedfootnotes. As of the dates of such financial statementsSince December 31, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 20072020, there has been no Material Adverse Occurrence and with respect to material change in any of the Xxxxxxxxxx’x Entityaccounting (or tax accounting) policies, since December 31, 2007, there has been no Material Adverse Occurrencepractices or procedures of the Company. (bc) All financial projections There are no material liabilities or other obligations of the Company (whether absolute, accrued, contingent or otherwise and certificates delivered by the Credit Parties whether or not due) required to the Agent be disclosed or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been reflected on a balance sheet prepared in good faithaccordance with GAAP, based on assumptions which, except (i) those that are adequately reflected or otherwise adequately reserved against in the reasonable opinion of the Credit PartiesFinancial Statements, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist or (ii) those liabilities that are not (individually singly or in the aggregate) would result material to the Company and have been incurred in the Ordinary Course since the Current Balance Sheet Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, litigation or violation of Law). (d) The allowances for loan and lease losses as reflected in each of (a) the latest balance sheets included in the Financial Statements and (b) in the balance sheets as of December 31, 2020 included in the Financial Statements, were, in the opinion of the Sellers, as of each of the dates thereof, in compliance in all material change in any respects with the Company’s existing methodology for determining the adequacy of such projectionsits allowance for loan and lease losses as well as the standards established by applicable Governmental Authority, the Financial Accounting Standards Board, and GAAP. (e) The Company’s Members’ Capital is at least $8,564,000.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, Fortress has delivered to Purchaser true and complete copies of the unaudited consolidated balance sheet of the Companies as of September 30, 2001 and the related unaudited consolidated statement of income for the nine-month period then ended (includingcollectively, without limitationthe "Financial Statements"). Except as disclosed in Section 2.09(a) of the Disclosure Schedule, all such financial statements delivered the Financial Statements were prepared from and are in connection accordance with the Agent’s or Lenders’ due diligence respective books and underwriting with respect to this transaction), have been prepared records of the Companies and are in accordance with GAAP on a consistent basis (except for subject to the absence of footnotes footnote disclosure and subject to changes resulting from normal year-end audit adjustments as adjustments), which changes, in the aggregate, shall not cause such Financial Statements not to the interim statements) and fairly present the financial condition and results of operations of the Credit Parties Companies as of September 30, 2001 and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods nine-month period then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the The financial condition and results of operations of each Subsidiary and Landmark are, and for all periods referred to in this Section 2.09 have been, consolidated with those of Galloway. To the Knowledge of Seller, none of the Credit Parties Companies has any Xxxxxxxty or obligation of any kind or manner which is required to be reflected by GAAP, and their Subsidiaries as at such dates which was not accurately reflected in the Financial Statements, except for current liabilities arising in the Ordinary Course of Business of any Company subsequent to September 30, 2001, which are accurately reflected on its books and the results of their operations for the respective periods then ended. As records in a manner consistent with past practice and are set forth in Section 2.09(a) of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceDisclosure Schedule. (b) All financial projections Except for the execution and certificates delivered by delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto, including the sale of the Landmark Assets to Don Galloway pursuant to Section 1.02, and except as disclosed in Sxxxxxx 0.00(b) of the Disclosure Schedule, since September 30, 2001, the Companies have been operated in all material respects in the Ordinary Course of Business and there has not occurred: (i) to the Agent knowledge of Seller, any change, event or condition (whether or not covered by insurance) that has resulted in, or might reasonably be expected to result in, a material adverse effect on the Business of any Company; (ii) any acquisition, sale or transfer of any material asset of any Company other than in the Ordinary Course of Business; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by any Company or any Lender revaluation by any Company of any of its Assets and Properties; (includingiv) any declaration, without limitation, all such financial information delivered in connection with the Agent’s setting aside or Lenders’ due diligence and underwriting payment of a dividend or any other distribution with respect to this transaction) have been prepared in good faithany LLC Interest or Subsidiary Interest or any direct or indirect redemption, based on assumptions which, purchase or other acquisition by any Company of any of LLC Interest or Subsidiary Interest or any other payment to any Affiliate of any Company other than payments of compensation and reimbursements of expenses in the reasonable opinion Ordinary Course of Business; (v) any Contract described in Section 2.16 entered into by any Company, other than in the Ordinary Course of Business and where a true and correct copy of which has been provided to Purchaser, or any material amendment or termination of, or default under, any such Contract to which any Company is a party or by which it is bound; (vi) any amendment or change to any of the Credit PartiesOrganizational Documents of any Company; (vii) any increase in or modification of the compensation or benefits (monetary or non-monetary) payable or provided or to become payable or provided by any Company to any of their directors, were reasonable when made and reflectmanagers, members, partners, officers or employees (as the case may be) other than as to employees in the reasonable opinion Ordinary Course of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that Business (individually or which in the aggregateaggregate to all employees does not exceed $25,000; (viii) would result in any material change in the interest rate risk management and hedging policies, procedures or practices of any Company, or any failure to comply with such policies, procedures and practices; or (ix) any agreement by any Company to do any of the things described in the preceding clauses (i) through (viii). (c) To the Knowledge of Seller, no Company has any incurred Liabilities other than (i) those set forth or adequately provided for in the Financial Statements, and (ii) those incurred in the Ordinary Course of Business since September 30, 2001 (including the sale of the Landmark Assets to Don Galloway pursuant to Section 1.03(b)). Section 2.09(c) of the Dxxxxxxxxx Xxhedule sets forth as of December 20, 2001 the principal amount of Indebtedness outstanding, including accrued interest payable and the names and addresses of each borrower, lender and guarantor thereof and a good faith estimate of such projectionsinformation as of the Closing Date. No Indebtedness incurred or increased between September 30, 2001 and the Closing Date shall have been incurred or increased other than in the Ordinary Course of Business for Business purposes.

Financial Statements and Condition. (a) All annual and quarterly Seller has made available to Purchaser (i) Seller’s Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida Law, (ii) Seller’s audited financial statements delivered by (including balance sheet, income statement and statement of cash flows) as of the Credit Parties end of the most recently completed last three (3) fiscal years prior to the Agent or any Lender latest date on which this representation is deemed to be made and for the twelve-month period ended on such date, (including, without limitation, all such iii) unaudited consolidated financial statements delivered of Seller (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date, and (iv) unaudited and unconsolidated financial statements of Seller (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, “Financial Statements”). The Financial Statements are complete and correct in connection with the Agent’s or Lenders’ due diligence all material respects and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (GAAP, except for that the absence of unaudited financial statements do not contain footnotes and are subject to year-end audit adjustments as made in accordance with GAAP. Seller maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Seller has maintained the interim statements) Books and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position Records for the respective periods then ended. All monthly past five (5) years in a manner sufficient to permit the preparation of financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection accordance with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceGAAP. (b) All financial projections Except as set forth on Schedule 2.06(b) of Seller Disclosure Schedule and certificates delivered by except for Indebtedness reflected in the Credit Parties to Financial Statements, Seller does not have any Indebtedness outstanding at the Agent or any Lender (includingdate hereof, without limitation, all such financial information delivered other than Indebtedness incurred in connection with the Agent’s or Lenders’ due diligence and underwriting Ordinary Course of Business. Seller is not in material default with respect to this transactionany outstanding Indebtedness or any instrument relating thereto, except for: (a) have been prepared in good faith, based such defaults that are disclosed on assumptions which, in the reasonable opinion Schedule 2.06(b) of Seller Disclosure Schedule; and (b) any failure of Seller as a result of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion filing of the Credit Parties, reasonable estimates of Bankruptcy Case to pay any unsecured obligations that were due or accrued at the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsPetition Date.

Financial Statements and Condition. (a) All annual Company has made available to the Purchaser Parties, and quarterly included in Schedule 2.06(a) of the Company Disclosure Schedule are (i) Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida law, and audited consolidated financial statements delivered by the Credit Parties related to the Agent or any Lender Business (includingincluding balance sheet, without limitationincome statement and statement of cash flows) as of the end of the most recently completed last three (3) fiscal years prior to the latest date on which this representation is deemed to be made and for the twelve-month period ended on such date, all such and (ii) unaudited consolidated financial statements delivered related to the Business (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, “Financial Statements”). The Financial Statements are complete and correct in connection with the Agent’s or Lenders’ due diligence all material respects and underwriting with respect to this transaction), have been prepared in accordance with GAAP, except that the unaudited financial statements do not contain footnotes and are subject to year end audit adjustments made in accordance with GAAP. The Financial Statements accurately set out and describe in all material respects in accordance with GAAP the financial condition of Company and LLLP on a consistent consolidated basis (except for as of the absence dates and during the periods indicated therein, subject, in the case of footnotes and subject the unaudited financial statements, to normal year-end audit adjustments as which are neither individually nor in the aggregate material. Company and LLLP maintain and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Company and LLLP have maintained the interim statements) Business Books and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position Records for the respective periods then ended. All monthly past five (5) years in a manner sufficient to permit the preparation of financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection accordance with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceGAAP. (b) All financial projections Except as set forth on Schedule 2.06(b) of the Company Disclosure Schedule and certificates delivered by except for Indebtedness reflected in the Credit Parties Financial Statements, neither Company nor LLLP has any Indebtedness outstanding at the date hereof, other than Indebtedness incurred in the Ordinary Course of Business which shall include Indebtedness relating to the Agent or any Lender (including, without limitation, all such financial information delivered Approved Gaming Contracts. Neither Company nor LLLP is in connection with the Agent’s or Lenders’ due diligence and underwriting default with respect to this transaction) have been prepared in good faithany outstanding Indebtedness or any instrument relating thereto, based on assumptions nor is there any event which, in with the reasonable opinion passage of the Credit Partiestime or giving of notice or both, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of a default, except for such projectionsdefaults that would not be reasonably likely to cause a Material Adverse Change.

Financial Statements and Condition. (ai) All annual The audited consolidated balance sheets of Borrower as of and quarterly financial for the Fiscal Year ended September 30, 2015, and the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties Fiscal Years then ended, with the opinion of Xxxxx Xxxxxxx, once the same have been furnished to the Agent or any Lender (includingLender, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), will have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, will be true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and will present fairly present the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 8.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and their Subsidiaries (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2015, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, IECW&C, GTC, SCB (to the extent relevant) and DRTL at such dates the date of said financial statements and the results of their operations and changes in financial position for the respective periods Fiscal Year then ended. All monthly The unaudited financial statements delivered described in this Section 8.6(a)(ii) are collectively called the “Unaudited Financial Statements.” (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with herewith, (i) the Agent’s or Lenders’ due diligence sum of the assets, at a fair valuation, of the Borrower (standing alone) and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties (taken as a whole) will exceed its and their Subsidiaries as at such dates debts, (ii) the Borrower (standing alone) and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Agent Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 8.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any Lender (including, without limitation, all such financial information delivered in connection with time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual and quarterly CCB's audited consolidated financial statements delivered by the Credit Parties as at December 31, 1999 and its unaudited financial statements as at March 31, 2000, as heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Bank, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties CCB and their its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or neither CCB nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesSince March 31, other than the Xxxxxxxxxx’x Entity, since June 30, 20072000, there has been no Material Adverse Occurrence material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the CCB and with respect to the Xxxxxxxxxx’x Entity, since its Subsidiaries taken as a whole. (b) PCC's audited consolidated financial statements as at December 31, 20071999 and its unaudited financial statements as at March 31, 2000, as heretofore furnished to the Bank, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the PCC and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither PCC nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since March 31, 2000, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material adverse change in the reasonable opinion business, operations, property, assets or condition, financial or otherwise, of the Credit Parties, were reasonable when made PCC and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits Subsidiaries taken as a whole.

Financial Statements and Condition. (a) All annual and quarterly The Audited Financial Statements, the Company's unaudited consolidated financial statements delivered by referred to in Section 5.1(n) and the Credit Parties to the Agent or any Lender TexCal Audited Financial Statements (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been i) were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statementsii) and fairly present in all material respects the consolidated financial condition of the Credit Parties Company and their its Subsidiaries or the TexCal Subsidiaries, as the case may be, as of the dates thereof and results of operations for the periods covered thereby (subject, in the case of the Company's unaudited consolidated financial statements referred to in Section 5.1(n), to normal and immaterial audit adjustments); and (iii) except as specifically disclosed in Schedule 6.14(a) or (A) in the case of the Company and its Subsidiaries, in the Audited Financial Statements or the Company's unaudited consolidated financial statements referred to in Section 5.1(n) and (B) in the case of the TexCal Subsidiaries, the TexCal Audited Financial Statements, neither the Company and its Subsidiaries, on the one hand, nor the TexCal Subsidiaries, on the other hand, respectively, have any material Indebtedness or other material liabilities, direct or contingent, as of the date hereof, including liabilities for Taxes, material commitments or Contingent Obligations. (b) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at such dates of December 31, 2005, and the results unaudited pro forma consolidated statements of their operations income and changes in financial position cash flows of the Company and its Subsidiaries on a consolidated basis for the respective periods then ended. All monthly financial statements delivered by year ended December 31, 2005 (including the notes thereto) (collectively, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date or the beginning of such period) to (i) the TexCal Acquisition, (ii) the extensions of credit to be made under this Agreement and the First Lien Credit Parties Agreement prior to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence TexCal Acquisition and underwriting (iii) the payment of fees and expenses in connection with respect to this transaction) fairly present the financial condition foregoing. The Pro Forma Financial Statements have been prepared based on assumptions that the Company believes are reasonable as of the Credit Parties Effective Time, and their present fairly on a pro forma basis the estimated financial position and results of operations of the Company and its Subsidiaries on a consolidated basis as at such dates December 31, 2005 and the results of their operations for the respective periods year then ended. As of , assuming that the dates of events specified in the preceding sentence had actually occurred at such financial statementsdate. (c) During the period from December 31, 2005 to and including the date hereof there has been no Credit Party Disposition by the Company or any Subsidiary had Subsidiaries of any material obligation, contingent liability, liability for taxes part of its business or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesProperty, other than (i) the Xxxxxxxxxx’x Entitydividend of the membership interests in 0000 Xxxxxxxxxxx Xxxxxx, since June 30LLC and (ii) Dispositions permitted by Section 8.2(a), 2007(b), (c), (d) or (e). (d) Since December 31, 2004 through the Effective Time, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceEffect. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly The financial statements delivered by of Broome contained in the Credit Parties to Public Record (the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Xxxxxx Financial Statements”) have been prepared in accordance with GAAP on a consistent basis (except IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Broome as at the date and for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence.reported upon; (b) All The books and records of Broome disclose all material financial projections transactions of Broome, and certificates delivered by such transactions have been fairly and accurately recorded; (c) There are no known or anticipated material liabilities or any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of Broome, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Credit Parties Xxxxxx Financial Statements except for: (i) those incurred in the ordinary course of business of Broome since March 31, 2013, and such liabilities are recorded in the books and records of Broome; and (ii) those incurred in relation to the Agent transactions contemplated by this Agreement; (d) Broome has not granted any Encumbrance over its assets or in any particular asset;‌ (e) Broome is not a party to any contract or agreement with any officer, director, employee, shareholder or any Lender other Person with whom Broome is not dealing at arm’s length (includingwithin the meaning of the Income Tax Act (Canada), without limitationnor any Affiliate of any of the foregoing, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, exception of usual compensation paid in the reasonable opinion ordinary course of the Credit Partiesbusiness consistent with past practice; (f) There are no debts or amounts owing to Broome by, were reasonable when made and reflectnor has Broome borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom Broome does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of Broome in the reasonable opinion ordinary course. (g) Broome has not guaranteed or agreed to guarantee any debt, liability or other obligation of the Credit Partiesany kind whatsoever of any Person; and (h) The accounts receivable of Broome are bona fide, reasonable estimates of the results of operation good and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually collectible without set-off or in the aggregate) would result in any material change in any of such projectionscounterclaim.

Financial Statements and Condition. (a) The Borrower has ---------------------------------- furnished to each Lender copies of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998, and the related consolidated statements of income, retained earnings and cash flow for the fiscal year ending on such date, with the opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1999, and the related consolidated statements of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal quarter ending on such date. All annual and quarterly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered (including in connection with the Agent’s or Lenders’ due diligence each case related schedules and underwriting with respect to this transaction)notes) are complete and correct and present fairly, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes and subject to year-end audit adjustments as to periods involved, in all material respects, the interim statements) and fairly present the consolidated financial condition position of the Credit Parties Borrower and their its consolidated Subsidiaries as at such their respective dates and the results of their operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from audits and normal year-end adjustments). Except as disclosed (i) in financial position the Borrower's Annual Report on Form 10K for the respective periods then ended. All monthly financial statements delivered year ended June 30, 1998, (ii) in any other report filed by the Credit Parties Borrower with the Securities and Exchange Commission after June 30, 1998 but prior to the Fifth Amendment Date, (iii) in any press release issued by the Borrower after June 30, 1998 but prior to the Fifth Amendment Date or (iv) in writing to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with by the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect Borrower prior to the Credit Parties, other than the Xxxxxxxxxx’x EntityFifth Amendment Date, since June 30, 20071998, there has been no Material Adverse Occurrence material adverse change in the financial condition, operations, or business of the Borrower and with respect its consolidated Subsidiaries taken as a whole. After giving effect to the Xxxxxxxxxx’x Entitytransactions contemplated by the Transaction Documents (as defined in the Omnibus Agreement), since December 31, 2007, there has been no Material Adverse Occurrenceeach of the Borrower and the Restricted Subsidiaries is Solvent. (bq) All financial projections The Credit Agreement is amended by deleting Section 6.1.(m) in its entirety and certificates delivered by substituting in its place the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.following:

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, Sellers have delivered to Purchaser a copy of the audited balance sheet of the Business as of December 31, 2001 (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction"December Balance Sheet"), have been a copy of which is attached hereto as Schedule 2.05(a). Except as disclosed in Schedule 2.05(a), the December Balance Sheet was prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present presents in all material respects the financial condition of the Credit Parties Business as of December 31, 2001. (b) Except for the execution and their Subsidiaries as at such dates delivery of this Agreement and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties transactions to take place pursuant hereto on or prior to the Agent or any Lender (including, without limitation, all such financial statements delivered Closing Date and as disclosed in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x EntitySchedule 2.05(b), since December 31, 20072001, the Business has been operated in all material respects in the ordinary course and there has not been any material adverse change in the Condition of the Business, and, to the Knowledge of Sellers, no Material Adverse Occurrenceevent has occurred or circumstance exists that would be likely to result in such a material adverse change. (bc) All financial projections and certificates delivered by To the Credit Parties Knowledge of Sellers, as of the date hereof, there are no outstanding Liabilities of Sellers relating to the Agent or any Lender (includingBusiness, without limitation, all such financial information delivered in connection with except as set forth on the Agent’s or Lenders’ due diligence December Balance Sheet and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, except for Liabilities incurred in the reasonable opinion ordinary course of business since December 31, 2001 and the Assumed Liabilities. Schedule 2.05(c) sets forth as of December 31, 2001 the principal amount of Indebtedness outstanding, including accrued interest payable and the names and addresses of each borrower, lender and guarantor thereof and a good faith estimate of such information as of the Credit PartiesClosing Date. (d) Except as set forth on Schedule 2.05(d), were reasonable when since December 31, 2001, no Seller has (i) declared or paid any dividend on or made any other distribution (whether in cash, equity or property) in respect of any of its equity interests, (ii) split, combined or reclassified any of its equity interests, (iii) issued or authorized the issuance of any other securities in respect of or repurchased or otherwise acquired, any of its equity interests, (iv) granted any options or membership interests or other rights to acquire securities of the Sellers in lieu of or in substitution for any of its equity interests, or (v) made any payment to any Affiliate of any Seller (other than a Seller) other than payments of compensation and reflect, reimbursements of expenses in the reasonable opinion ordinary course of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that business consistent with past practice. (individually or in the aggregatee) would result in any material change in any of such projections.Attached hereto as Schedule 2.05

Financial Statements and Condition. (ai) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, the Company has delivered to Purchaser true and complete copies of (includingA) the audited balance sheets of the Company and its consolidated subsidiaries as of March 31, without limitation1996, 1995, 1994, 1993 and 1992, and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years then ended, (B) the unaudited balance sheets of the Company and its consolidated subsidiaries as of September 30, 1996 and 1995, and the related unaudited consolidated statements of operations, stockholders' equity and cashflows for the portion of the fiscal years then ended and (C) the unaudited pro forma balance sheet of the Company and its consolidated subsidiaries as of September 30, 1996, and the related unaudited pro forma consolidated statements of operations, stockholders' equity and cash flows for the six- month period then ended, showing separately all adjustments necessary to eliminate the effect on such financial statements delivered in connection with of the Agent’s or Lenders’ due diligence Excluded Items. All such financial statements were, and underwriting with respect to this transaction)the Final Financial Statements will be, have been prepared in accordance with GAAP on a consistent basis (except for GAAP, and all such financial statements, and the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and Final Financial Statements will, fairly present in all material respects the consolidated financial condition and results of operations of the Credit Parties Company and their Subsidiaries its consolidated subsidiaries as at such of the respective dates thereof and the results of their operations and changes in financial position for the respective periods then endedcovered thereby. All monthly financial statements delivered by In addition, the Credit Parties Final Balance Sheet also will be prepared in accordance with the specific accounting principles specified on Schedule 1.05. (ii) Except for the execution and delivery of this Agreement and the consummation of transactions contemplated hereby on or prior to the Agent Closing Date, since the Financial Statement Date there has not been any material adverse change in the Business or Condition of the Company. (iii) Neither the Company nor any Lender (includingof its Subsidiaries has any liabilities or obligations of any kind, without limitationwhether absolute, all such financial statements accrued, asserted or unasserted, contingent or otherwise, except liabilities, obligations or contingencies that are accrued or reserved against in the consolidated balance sheet of the Company as of the Financial Statement Date delivered in connection with to the Agent’s or Lenders’ due diligence and underwriting with respect Purchaser pursuant to this transaction) fairly present Section or in the financial condition of Final Financial Statements, as the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statementscase may be, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to , or that were incurred after the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, Financial Statement Date in the reasonable opinion ordinary course of the Credit Parties, were reasonable when made business and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually consistent with past practices or in the aggregate) would result in any material change in any of such projectionsas otherwise specifically contemplated by this Agreement.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender (includingexecution of this Agreement, without limitationWaccamaw has delivered to Old HomePlace true and complete copies of audited balance sheets of Waccamaw and its consolidated subsidiaries as of January 30, 1999, January 30, 1998 and January 28, 1997 and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Arthxx Xxxexxxx XXX, and all letters from such accountants with respect to the results of such audits. Except as set forth in the notes thereto and as disclosed in Section 4.07(a) of the Waccamaw Disclosure Schedule, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the consolidated financial condition and results of operations of Waccamaw and its consolidated subsidiaries as of the Credit Parties respective dates thereof and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then endedcovered thereby. All monthly financial statements delivered by Except for those Subsidiaries listed in Section 4.07(a) of the Credit Parties to the Agent or any Lender (includingWaccamaw Disclosure Schedule, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations of each Subsidiary are, and for the respective all periods then ended. As referred to in this Section 4.07 have been, consolidated with those of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceWaccamaw. (b) All financial projections Except for the execution and certificates delivered by delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto on or prior to the Agent or any Lender (includingClosing Date and as disclosed in Section 4.07(b) of the Waccamaw Disclosure Schedule, without limitationsince January 30, 1999 the business of Waccamaw and its Subsidiaries has been operated in all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material respects in the reasonable opinion of the Credit Parties, were reasonable when made ordinary course consistent with past practice and reflect, there has not been any material adverse change in the reasonable opinion Business or Condition of the Credit PartiesWaccamaw, reasonable estimates other than those occurring as a result of the results of operation general economic or financial conditions or other developments which are not unique to Waccamaw and its Subsidiaries but also affect other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually Persons who participate or are engaged in the aggregate) would result lines of business in any material change in any of such projectionswhich Waccamaw and its Subsidiaries participate or are engaged.

Financial Statements and Condition. (a) All annual The Borrower has heretofore furnished to each of the Banks audited Consolidated balance sheets of the Borrower and quarterly financial its Consolidated Subsidiaries as of December 31, 1996 and unaudited condensed Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related audited (or, in the case of the fiscal period ended June 30, 1997, unaudited condensed) Consolidated statements delivered by of income, Consolidated statements of stockholders' equity and Consolidated statements of cash flows for each of the Credit Parties fiscal periods then ended, together with related notes and supplemental information. The audited consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the Agent or any Lender (including"Audited Financial Statements." The unaudited condensed consolidated balance sheet, without limitationstatement of income, all such financial statements delivered in connection with statement of stockholders' equity and statement of cash flows are referred to herein as the Agent’s or Lenders’ due diligence "Unaudited Financial Statements." The Audited Financial Statements and underwriting with respect to this transaction), have been the notes thereto were prepared in accordance with GAAP on a consistent basis (except for generally accepted accounting principles consistently applied, and present fairly the absence Consolidated financial position and results of footnotes operations and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition cash flows of the Credit Parties Borrower and their its Consolidated Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates and for the periods indicated, and such balance sheets and related notes show all known direct liabilities and all known contingent liabilities of a material nature of the Borrower and its Consolidated Subsidiaries as of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation dates which is not reflected are required to be included in such financial statements or and the notes thereto in accordance with generally accepted accounting principles. The Unaudited Financial Statements reflect all adjustments (consisting only of normal accounting adjustments) which in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion management of the Credit Parties, reasonable estimates Borrower are necessary for a fair presentation of the financial position, results of operation operations and other information projected therein. To the knowledge cash flows of the Credit Parties, no facts exist that (individually or in Borrower for the aggregate) would result in any material change in any of such projectionsperiod presented.

Financial Statements and Condition. True, correct and complete copies of unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, as of December 31, 2021 and December 31, 2022, and the interim unaudited combined carve-out statements of operations and net assets for the six (a6) All annual and quarterly financial statements delivered by months ended June 30, 2023 (the Credit Parties “Interim Financial Statements”) have been made available to Purchasers (collectively, the Agent or any Lender (including, without limitation“Financial Statements”). Except as set forth in the notes thereto, all such financial statements delivered in connection with Financial Statements were prepared from the Agent’s or Lenders’ due diligence applicable books and underwriting with respect to this transaction), have been prepared in accordance with GAAP records of the Acquired Companies on a consistent basis (except using the Accounting Principles and fairly present in all material respects the financial condition and results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the absence of footnotes and respective periods covered thereby, subject to normally recurring year-end audit adjustments as and the absence of footnotes thereto, which, in each case, shall not be material in the aggregate. The Acquired Companies’ system of internal controls over financial reporting is designed to the interim statements) and fairly present the financial condition provide reasonable assurance in all material respects that transactions in respect of the Credit Parties and their Subsidiaries as at such dates and business of the results of their operations and changes Acquired Companies are recorded only in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection accordance with the Agent’s or Lenders’ due diligence and underwriting authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to this transaction) fairly present any Acquired Company or Sellers that involves the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statementsmanagement, no Credit Party officers, or any Subsidiary had any material obligationother current or former employee, contingent liability, liability for taxes director or long-term lease obligation which is not reflected manager of either Seller or an Acquired Company who has (or had) an active role in such the preparation of financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there internal accounting controls used by an Acquired Company and (ii) no Acquired Company has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent received any written claim or allegation regarding any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsforegoing.

Financial Statements and Condition. (a) All annual Seller and quarterly Colfax have caused to be prepared and furnished to Buyer the audited combined balance sheets, statement of operations and comprehensive income, statement of changes in equity and statement of cash flows for Seller as of December 31, 2003 and 2002, and for the three years in the period ended December 31, 2003 (collectively, the “Seller Financial Statements”), copies of which are attached hereto as Schedule 3.06(a). The audited Seller Financial Statements, including the footnotes thereto, present fairly the financial position of the Seller as of such dates and the results of operations and cash flow for the respective periods indicated and are consistent with the books and records of the Acquired Companies and the Subsidiaries. CPTG is separately managed as part of Colfax Corporation and as such, certain assumptions had to be made in presenting the financial statements delivered by of CPTG. Therefore, the Credit Parties to the Agent or any Lender (including, without limitation, all such audited financial statements delivered included herein may not reflect the combined financial position, operating results, and the cash flows of CPTG in connection with the Agent’s future or Lenders’ due diligence and underwriting with respect to this transaction)what they would have been had CPTG been a separate, independent entity during the periods presented. The Seller Financial Statements have been prepared in accordance with GAAP Generally Accepted Accounting Principles, in accordance with past practices on a consistent basis throughout the periods covered thereby. The audited Seller Financial Statements are accompanied by the related report of Ernst & Young LLP, independent certified public accountants. (b) Seller and Colfax caused to be prepared and furnished to Buyer (i) the unaudited, pro forma, combined balance sheets, income statements, statement of changes in equity and statement of cash flows for CPTG as of December 31, 2003 and 2002 and for the two years in the period ended December 31, 2003, (ii) the unaudited, pro forma, combined balance sheets, income statements, statement of changes in equity and statement of cash flows for CPTG for the nine month period ended September 30, 2004 (collectively, the “Financial Statements”), copies of which are attached hereto as Schedule 3.06(b). The Financial Statements (i) have been prepared in accordance with Generally Accepted Accounting Principles (except for the absence of footnotes thereto and other presentation items and subject to normal and customary year-end audit adjustments as to adjustments), (ii) have been prepared on the interim statementsbasis described on Schedule 3.06(b), and (iii) and present fairly present the financial condition position of the Credit Parties and their Subsidiaries CPTG as at of such dates and the results of their operations and changes in financial position on a pro forma basis for the respective periods then endedindicated. All monthly CPTG is separately managed as part of Colfax Corporation and as such, certain assumptions had to be made in presenting the financial statements delivered by of CPTG. Therefore, the Credit Parties to Financial Statements included herein may not reflect the Agent or any Lender (includingcombined financial position, without limitationoperating results, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results cash flows of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or CPTG in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent future or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) what they would have been prepared in good faithhad CPTG been a separate, based on assumptions which, in independent entity during the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsperiods presented.

Financial Statements and Condition. (a) All annual The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2010, and quarterly financial the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, LLC, all heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Lender, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, are all true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and present fairly present the financial condition of IEC, IECW&C and GTC at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their operations and changes in financial position for the respective periods Fiscal Year then ended. All monthly The financial statements delivered by described in this Section 11.6 are collectively called the “Financial Statements”. The Credit Parties to the Agent as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes unusual forward or long-term lease obligation commitments which is were not reflected in such financial statements disclosed by or reserved against in the notes thereto. With respect to Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections On and certificates delivered as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection therewith and the GTC Transaction, the Celmet Transaction and the SCB Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 11.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual The Borrower has heretofore furnished to each of the Banks audited Consolidated balance sheets of the Borrower and quarterly financial its Consolidated Subsidiaries as of December 31, 1996 and unaudited condensed Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 1997 and the related audited (or, in the case of the fiscal period ended June 30, 1997, unaudited condensed) Consolidated statements delivered by of income, Consolidated statements of stockholders' equity and Consolidated statements of cash flows for each of the Credit Parties fiscal periods then ended, together with related notes and supplemental information. The audited consolidated balance sheet, statement of income, statement of stockholders' equity and statement of cash flows are referred to herein as the Agent or any Lender (including"Audited Financial Statements." The unaudited condensed consolidated balance sheet, without limitationstatement of income, all such financial statements delivered in connection with statement of stockholders' equity and statement of cash flows are referred to herein as the Agent’s or Lenders’ due diligence "Unaudited Financial Statements." The Audited Financial Statements and underwriting with respect to this transaction), have been the notes thereto were prepared in accordance with GAAP on a consistent basis (except for generally accepted accounting principles consistently applied, and present fairly the absence Consolidated financial position and results of footnotes operations and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition cash flows of the Credit Parties Borrower and their its Consolidated Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates and for the periods indicated, and such balance sheets and related notes show all known direct liabilities and all known contingent liabilities of a material nature of the Borrower and its Consolidated Subsidiaries as of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation dates which is not reflected are required to be included in such financial statements or and the notes thereto in accordance with generally accepted accounting principles. The Unaudited Financial Statements reflect all adjustments (consisting only of normal accountingaadjustments) which in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion management of the Credit Parties, reasonable estimates Borrower are necessary for a fair presentation of the financial position, results of operation operations and other information projected therein. To the knowledge cash flows of the Credit Parties, no facts exist that (individually or in Borrower for the aggregate) would result in any material change in any of such projectionsperiod presented.

Financial Statements and Condition. (a) All annual The Borrower’s audited consolidated financial statements as of December 31, 2018, and the Borrower’s unaudited quarterly financial statements as of December 31, 2018 (or, in each case, as of the date of the most recently delivered by the Credit Parties financial statements), as heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Bank, have been prepared in accordance with GAAP on a consistent basis (except except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and subject to for year-end audit adjustments adjustments) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the period then ended. As of the dates of such initial consolidated financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto other than its obligations related to its acquisition on or about January 1, 2019 of State Bank Financial Corporation. The Borrower’s regulatory reports, including without limitation FRY-9C, and FRY-9LP reports, as heretofore furnished to the interim statements) and Bank, fairly present the financial condition of the Credit Parties Borrower and their its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statementsreports, no Credit Party or neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesFRY-9C, and FRY-9LP reports other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect its obligations related to the Xxxxxxxxxx’x Entity, since its acquisition of State Bank Financial Corporation. Since December 31, 20072018, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly The Audited Financial Statements, the Company’s audited consolidated financial statements delivered by as of and for the Credit Parties to year ended December 31, 2005 and the Agent or any Lender TexCal Audited Financial Statements (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been i) were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statementsii) and fairly present in all material respects the consolidated financial condition of the Credit Parties Company and their its Subsidiaries or the TexCal Subsidiaries, as the case may be, as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in Schedule 6.14(a) or (A) in the case of the Company and its Subsidiaries, in the Audited Financial Statements or the Company’s audited consolidated financial statements as of and for the year ended December 31, 2005 and (B) in the case of the TexCal Subsidiaries, the TexCal Audited Financial Statements, neither the Company and its Subsidiaries, on the one hand, nor the TexCal Subsidiaries, on the other hand, respectively, have any material Indebtedness or other material liabilities, direct or contingent, as of the Effective Date, including liabilities for Taxes, material commitments or Contingent Obligations. (b) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at such dates of December 31, 2005, and the results unaudited pro forma consolidated statements of their operations income and changes in financial position cash flows of the Company and its Subsidiaries on a consolidated basis for the respective periods then ended. All monthly financial statements delivered by year ended December 31, 2005 (including the notes thereto) (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date or the beginning of such period) to (i) the TexCal Acquisition, (ii) the extensions of credit to be made under this Agreement and the First Lien Credit Parties Agreement prior to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence TexCal Acquisition and underwriting (iii) the payment of fees and expenses in connection with respect to this transaction) fairly present the financial condition foregoing. The Pro Forma Financial Statements have been prepared based on assumptions that the Company believes are reasonable as of the Credit Parties Effective Time, and their present fairly on a pro forma basis the estimated financial position and results of operations of the Company and its Subsidiaries on a consolidated basis as at such dates December 31, 2005 and the results of their operations for the respective periods year then ended. As of , assuming that the dates events specified in the preceding sentence had actually occurred at such date or at the beginning of such financial statementsperiod. (c) During the period from December 31, 2005 to and including the Restatement Effective Date there has been no Credit Party Disposition by the Company or any Subsidiary had Subsidiaries of any material obligation, contingent liability, liability for taxes part of its business or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesProperty, other than (i) the Xxxxxxxxxx’x Entitydividend of the membership interests in 6000 Xxxxxxxxxxx Xxxxxx, since June 30LLC and (ii) Dispositions permitted by Section 8.2(a), 2007(b), (c), (d) or (e). (d) Since December 31, 2004 through the Effective Time or the Restatement Effective Time (as applicable), there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceEffect. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual The Seller Parties have made available to Purchaser, and quarterly included in Schedule 2.06(a) of the Seller Disclosure Schedule are (i) Company’s Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida Law, (ii) the Seller Parties’ audited consolidated financial statements delivered by (including balance sheet, income statement and statement of cash flows) as of the Credit Parties end of the most recently completed last three (3) fiscal years prior to the Agent or any Lender latest date on which this representation is deemed to be made and for the twelve-month period ended on such date, (including, without limitation, all such iii) unaudited consolidated financial statements delivered of the Seller Parties (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date, and (iv) unaudited and unconsolidated financial statements of Company (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, “Financial Statements”). The Financial Statements are complete and correct in connection with the Agent’s or Lenders’ due diligence all material respects and underwriting with respect to this transaction), have been prepared in accordance with GAAP, except that the unaudited financial statements do not contain footnotes and are subject to year end audit adjustments made in accordance with GAAP. The Financial Statements accurately set out and describe in all material respects in accordance with GAAP the financial condition of the Seller Parties and Company on a consistent basis (except for consolidated and an unconsolidated basis, as applicable, as of the absence dates and during the periods indicated therein, subject, in the case of footnotes and subject the unaudited financial statements, to normal year-end audit adjustments as to which are neither individually nor in the interim statements) and fairly present the financial condition aggregate material. Each of the Credit Seller Parties maintains and their Subsidiaries as at such dates will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Company has maintained the results of their operations Books and changes in financial position Records for the respective periods then ended. All monthly past five (5) years in a manner sufficient to permit the preparation of financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection accordance with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceGAAP. (b) All financial projections Except as set forth on Schedule 2.06(b) of the Seller Disclosure Schedule and certificates delivered by except for Indebtedness reflected in the Credit Financial Statements, Company does not have any Indebtedness outstanding at the date hereof, other than Indebtedness incurred in the Ordinary Course of Business. Neither of the Seller Parties to the Agent or any Lender (including, without limitation, all such financial information delivered is in connection with the Agent’s or Lenders’ due diligence and underwriting default with respect to this transaction) have been prepared in good faithany outstanding Indebtedness or any instrument relating thereto, based on assumptions nor is there any event which, in with the reasonable opinion passage of the Credit Partiestime or giving of notice or both, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any a default, except for such defaults that are disclosed on Schedule 2.06(b) of such projectionsthe Seller Disclosure Schedule.

Financial Statements and Condition. (a) All annual HEI and quarterly HEA have delivered to Merger Sub the audited pro forma combined balance sheets of the Company, ChipPAC Korea and ChipPAC Shanghai I as of June 30, 1998 (the "Financial Statement Date"), and December 31, 1997 and 1996 and the unaudited pro forma combined balance sheet as of September 30, 1998, as if the Company, ChipPAC Korea and ChipPAC Shanghai I had existed on a combined basis as of such dates and the related audited pro forma combined statements of operations, stockholders' equity and cash flows for the six months ended on the Financial Statement Date and the years ended December 31, 1997, 1996 and 1995 and unaudited pro forma combined statement of operations, stockholders' equity and cash flows for the nine months ended September 30, 1998, together with a true and correct copy of the report on such financial statements delivered by PriceWaterhouseCoopers (the Credit Parties June 30, 1998 pro forma combined balance sheet hereinafter referred to as the Agent or any Lender (including, without limitation"Balance Sheet" and all of the aforementioned financial statements are collectively referred to herein as the "Financial Statements"). Except as set forth in the notes thereto, all such pro forma combined financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present in all material respects the combined financial condition and results of operations of the Credit Parties Company, ChipPAC Korea and their Subsidiaries ChipPAC Shanghai I as at such of the respective dates thereof and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by covered thereby, subject, in the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition case of the Credit Parties and their Subsidiaries as at such dates unaudited financial statements, to normal year-end adjustments and the results absence of their operations for notes. Schedule 2.2(g)(ii), Schedule 2.2(g)(iii), Schedule 2.2(g)(iv) and Schedule 2.2(g)(vi) reflect the respective periods then ended. As Company's best estimates of the Indebtedness of the Company, ChipPAC Korea and ChipPAC Shanghai as of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in set forth therein. (b) Since the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, Financial Statement Date there has been no Material Adverse Occurrence Effect on the Company and with respect no event has occurred which could reasonably be expected to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no result in a Material Adverse OccurrenceEffect on the Company. (bc) All financial projections Except as set forth on the Balance Sheet, the Company, ChipPAC Korea and certificates delivered by the Credit Parties ChipPAC Shanghai are not subject to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence Liability other than trade payables and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, accrued expenses incurred in the reasonable opinion ordinary course of business of the Credit PartiesCompany, were reasonable when made ChipPAC Korea and reflectChipPAC Shanghai. (d) Since the Financial Statement Date, neither the Company, ChipPAC Korea nor ChipPAC Shanghai has taken any action described in the reasonable opinion clause (a) through (n), inclusive, of the Credit Parties, reasonable estimates Section 5.5 of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsthis Agreement.

Financial Statements and Condition. (a) All annual The Borrower's audited consolidated balance sheet and quarterly financial statements delivered by of earnings, changes in common stockholders' equity and cash flows as of and for the Credit Parties fiscal year ended December 31, 2005 heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been Lenders were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods involved (except for as may be indicated in the absence notes thereto regarding the adoption of footnotes and subject to year-end audit adjustments as to the interim statementsnew accounting policies) and present fairly present in all material respects the consolidated financial condition position of the Credit Parties Borrower and their its Subsidiaries as at such the respective dates thereof and the consolidated results of their operations of the Borrower and changes in financial position its Subsidiaries for the respective periods then ended. All monthly The Borrower's unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended June 30, 2006 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements delivered by for the Credit Parties fiscal year ended December 31, 2005. The Borrower's unaudited interim financial statements as of June 30, 2006 are subject to the Agent or any Lender (includingabsence of notes required by GAAP and normal recurring year-end adjustments, without limitation, but otherwise present fairly in all such financial statements delivered in connection with material respects the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the consolidated financial condition and consolidated results of operations of the Credit Parties Borrower and their its Subsidiaries as at such of the dates and the results of their operations for the respective periods then endedindicated therein except as otherwise set forth therein. As of the dates of such financial statements, no Credit Party or neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesSince December 31, other than the Xxxxxxxxxx’x Entity, since June 30, 20072005, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material adverse change in the reasonable opinion business, operations, property, assets or condition, financial or otherwise, of the Credit Parties, were reasonable when made Borrower and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits Subsidiaries taken as a whole.

Financial Statements and Condition. (a) All annual Attached as Section 3.07(a) of the Seller Disclosure Schedule are copies of (i) the consolidated audited balance sheet, statements of operations and quarterly financial statements delivered by of cash flow of Seller as of and for the Credit Parties to fiscal years ended September 26, 2020 (the Agent or any Lender “Most Recent Balance Sheet Date”) and September 28, 2019 and September 29, 2018 (includingcollectively, without limitationthe “Year-End Financial Statements”), all such financial statements delivered in connection and (ii) the unaudited consolidated balance sheet and income statement of Seller as of and for the eight (8) month fiscal period ending May 31, 2021 (the “Interim Financial Statements” and collectively with the Agent’s or Lenders’ due diligence Year-End Financial Statements, the “Financial Statements”). Except as set forth on Section 3.07(a) of the Seller Disclosure Schedule; (A) each balance sheet included in the Financial Statements fairly presents in all material respects the financial position of Seller and underwriting with respect its Subsidiaries as of the respective dates thereof, and the statements of operations and statement of cash flows included in the Financial Statements fairly present, in all material respects, the results of operations and cash flows of Seller and its Subsidiaries for the respective periods indicated therein; (B) the balance sheet included in the Interim Financial Statements fairly presents in all material respects the financial position of Seller and its Subsidiaries as of the date thereof; and (C) the statements of operations and cash flows included in the Interim Financial Statements fairly present in all material respects the revenues and expenses for the periods then ended (subject, in the case of the Interim Financial Statements, to this transaction)normal year-end audit adjustments, have been prepared in accordance with GAAP on a consistent basis (except for and the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrencepresentation items). (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transactionSection 3.07(b) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made Seller Disclosure Schedule sets forth a true and reflect, in the reasonable opinion correct itemization of the Credit Parties, reasonable estimates outstanding Closing Indebtedness as of the results of operation and other information projected therein. To the knowledge date of the Credit PartiesInterim Financial Statements, no facts exist that (individually or in including debtor, creditor, maturity date, collateral, if any, securing Closing Indebtedness and the aggregateoutstanding principal balance owed to each creditor under such Closing Indebtedness as of the date of the Interim Financial Statements. Except as set forth on Section 3.07(b) would result in of the Seller Disclosure Schedule, other than the Closing Indebtedness, Seller does not have any outstanding material change in any of such projectionsindebtedness for borrowed money.

Financial Statements and Condition. (a) All annual and quarterly The Audited Financial Statements, the Company's unaudited consolidated financial statements delivered by referred to in Section 5.1(n) and the Credit Parties to the Agent or any Lender TexCal Audited Financial Statements (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been i) were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statementsii) and fairly present in all material respects the consolidated financial condition of the Credit Parties Company and their its Subsidiaries or the TexCal Subsidiaries, as the case may be, as of the dates thereof and results of operations for the periods covered thereby (subject, in the case of the Company's unaudited consolidated financial statements referred to in Section 5.1(n), to normal and immaterial audit adjustments); and (iii) except as specifically disclosed in Schedule 6.14(a) or (A) in the case of the Company and its Subsidiaries, in the Audited Financial Statements or the Company's unaudited consolidated financial statements referred to in Section 5.1(n) and (B) in the case of the TexCal Subsidiaries, the TexCal Audited Financial Statements, neither the Company and its Subsidiaries, on the one hand, nor the TexCal Subsidiaries, on the other hand, respectively, have any material Indebtedness or other material liabilities, direct or contingent, as of the date hereof, including liabilities for Taxes, material commitments or Contingent Obligations. (b) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at such dates of December 31, 2005, and the results unaudited pro forma consolidated statements of their operations income and changes in financial position cash flows of the Company and its Subsidiaries on a consolidated basis for the respective periods then ended. All monthly financial statements delivered by year ended December 31, 2005 (including the Credit Parties notes thereto) (collectively, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date or the Agent beginning of such period) to (i) the TexCal Acquisition, (ii) the extensions of credit to be made under this Agreement and the Second Lien Term Loan Agreement prior to or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence TexCal Acquisition and underwriting (iii) the payment of fees and expenses in connection with respect to this transaction) fairly present the financial condition foregoing. The Pro Forma Financial Statements have been prepared based on assumptions that the Company believes are reasonable as of the Credit Parties Effective Time, and their present fairly on a pro forma basis the estimated financial position and results of operations of the Company and its Subsidiaries on a consolidated basis as at such dates December 31, 2005 and the results of their operations for the respective periods year then ended. As of , assuming that the dates of events specified in the preceding sentence had actually occurred at such financial statementsdate. (c) During the period from December 31, 2005 to and including the date hereof there has been no Credit Party Disposition by the Company or any Subsidiary had Subsidiaries of any material obligation, contingent liability, liability for taxes part of its business or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesProperty, other than (i) the Xxxxxxxxxx’x Entitydividend of the membership interests in 0000 Xxxxxxxxxxx Xxxxxx, since June 30LLC and (ii) Dispositions permitted by Section 8.2(a), 2007(b), (c), (d) or (e). (d) Since December 31, 2004 through the Effective Time, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceEffect. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2009, and quarterly financial the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Lender, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, are all true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and present fairly present the financial condition of IEC and IECW&C at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their operations and changes in financial position for the respective Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended. All monthly financial statements delivered by the Credit Parties , all heretofore furnished to the Agent or any Lender Lender, have been prepared in accordance with GAAP (includingabsent footnote disclosures and customary year-end adjustments) consistently applied throughout the periods indicated, without limitation, are all such financial statements delivered true and correct in connection with the Agent’s or Lenders’ due diligence all material respects and underwriting with respect to this transaction) present fairly present the financial condition of GTC at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their GTC operations for the respective periods fiscal period then endedending. As The internally prepared balance sheet for the Credit Parties as of the dates June 25, 2010 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Borrowing Base Certificate of the Credit Parties delivered to the Lender on July 9, 2010. The financial statements described in this Section 10.6 are collectively called the “Financial Statements”. The Credit Parties as of such financial statementsdates did not have any significant liabilities, no Credit Party contingent or otherwise, including liabilities for taxes or any Subsidiary had any material obligation, contingent liability, liability for taxes unusual forward or long-term lease obligation commitments which is were not reflected in such financial statements disclosed by or reserved against in the notes thereto. With respect to Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections On and certificates delivered as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection therewith and the GTC Transaction and Celmet Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 10.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual The Audited Financial Statements and quarterly the Borrower's audited consolidated financial statements delivered by as of and for the Credit Parties to the Agent or any Lender year ended December 31, 2006 (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been i) were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statementsii) and fairly present in all material respects the consolidated financial condition of the Credit Parties Borrower and their its Restricted Subsidiaries, as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed therein or on Schedule 6.14(a), neither the Borrower nor its Restricted Subsidiaries have any material Indebtedness or other material liabilities direct or contingent, as of the Closing Date, including liabilities for Taxes, material commitments or Contingent Obligations. (b) The unaudited pro forma consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at of December 31, 2006 (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such dates events had occurred on such date or the beginning of such period) to (i) the extensions of credit to be made under this Agreement and (ii) the results payment of their operations fees and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered expenses in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present foregoing. The Pro Forma Balance Sheet has been prepared based on assumptions that the financial condition Loan Parties believe are reasonable as of the Credit Parties date hereof and their as of the Closing Date, and present fairly on a pro forma basis the estimated financial position and results of operations of the Borrower and its Restricted Subsidiaries on a consolidated basis as at such dates December 31, 2006 and the results of their operations for the respective periods year then ended. As of , assuming that the dates events specified in the preceding sentence had actually occurred at such date or at the beginning of such financial statementsperiod. (c) During the period from December 31, 2006 to and including the Closing Date there has been no Credit Party Disposition by the Borrower or any Subsidiary had Subsidiaries of any material obligation, contingent liability, liability for taxes part of its business or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesProperty, other than Dispositions permitted by Sections 8.2(a), (b), (c), (d), (e) and (f). (d) Since December 31, 2006 through the Xxxxxxxxxx’x Entity, since June 30, 2007Closing Date, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceEffect. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2011, and quarterly financial the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties Fiscal Years then ended, with the opinion of EFP Rxxxxxxxx, LLC, all heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Lender, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, are all true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and present fairly present the financial condition of IEC, IECW&C, GTC, SCB and DRTL at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their operations and changes in financial position for the respective periods Fiscal Year then ended. All monthly The financial statements delivered by described in this Section 8.6 are collectively called the “Financial Statements”. The Credit Parties to the Agent as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes unusual forward or long-term lease obligation commitments which is were not reflected in such financial statements disclosed by or reserved against in the notes thereto. With respect to Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections On and certificates delivered as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection therewith and the GTC Transaction, the Celmet Transaction and the SCB Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 8.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual The Agents and quarterly each Lender ---------------------------------- have received (i)(A) audited consolidated financial statements delivered by of the Credit Parties Parent and its Subsidiaries and (B) consolidating financial statements of the Parent and its Subsidiaries, for the Fiscal Year ending July 31, 1996 and (ii) unaudited (A) consolidated financial statements of the Parent and its Subsidiaries and (B) consolidating financial statements of the Parent and its Subsidiaries, each as at and for the fiscal quarters ending October 31, 1996. Such financial statements present fairly in accordance with GAAP (i) the financial position of the Parent and the Borrower and their respective Subsidiaries as of the date of such balance sheet and (ii) the results of operations of the Parent and the Borrower and their respective Subsidiaries for such period. To the best of the Parent's and the Borrower's knowledge, (x) neither the Parent nor the Borrower has material direct or indirect contingent liabilities as of such date which are not reserved for in such balance sheet or which in accordance with GAAP would have to the Agent or any Lender be included in footnotes thereto, and (including, without limitation, y) all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP applied on a consistent basis consistently maintained throughout the period involved (except in the case of interim financial statements, for the absence of footnotes notes and subject to year-normal year end audit adjustments adjustments). (b) To the best of the Parent's and the Borrower's knowledge, the unaudited financial statements of the Borrower as to at and for the interim statementsperiod ended October 31, 1996, including the related schedules and notes, present fairly in accordance with GAAP (i) and fairly present the financial condition position of the Credit Parties Parent and their Subsidiaries the Borrower as at of the date of such dates balance sheet, and (ii) the results of their operations and changes in financial position of the Borrower for the respective periods period then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitationand, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transactionexcept as set forth on Schedule 5.6(b) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007hereto, there has been no Material Adverse Occurrence and with respect Change to the Xxxxxxxxxx’x EntityParent and its Subsidiaries, to the US Borrower and its Subsidiaries, or to the CAN Borrower and its Subsidiaries, since December July 31, 2007, there has been no Material Adverse Occurrence1996. (bc) All The Agents and each Lender have received the Borrower's most recent budget dated July 31, 1997 of the future financial projections performance of the Parent and certificates delivered by the Credit Parties to the Agent or any Lender its Subsidiaries (including, without limitation, all such the US Borrower and the CAN Borrower). The projections and pro forma financial information delivered contained in connection with such materials are based upon good faith estimates and assumptions believed by the Agent’s Borrower to be reasonable at the time made and as of the date hereof, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or Lenders’ due diligence periods covered by such projections may differ from the projected results. No fact is known on the date hereof to any Credit Party which would have a Material Adverse Effect to the Parent and underwriting with respect to this transaction) have its Subsidiaries that has not been prepared in good faith, based on assumptions which, set forth in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, financial statements referred to in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually this Section 5.6 or disclosed herein or in the aggregate) would result schedules attached hereto or otherwise disclosed to the Agents in any material change in any of such projectionswriting prior to the Closing Date.

Financial Statements and Condition. (a) All annual and quarterly The financial statements delivered by of the Credit Parties to Acquiror contained in the Agent or any Lender Public Record (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Acquiror Financial Statements”) have been prepared in accordance with GAAP on a consistent basis (except IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Acquiror as at the date and for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence.reported upon; (b) All The books and records of the Acquiror disclose all material financial projections transactions of the Acquiror, and certificates delivered by such transactions have been fairly and accurately recorded; (c) There are no known or anticipated material liabilities of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of the Credit Parties Acquiror, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Acquiror Financial Statements except for: (i) those incurred in the ordinary course of business of the Acquiror since July 31, 2018, and such liabilities are recorded in the books and records of the Acquiror; and (ii) those incurred in relation to the Agent transactions contemplated by this Agreement (d) the Acquiror has not granted any Encumbrance over its assets or in any particular asset; (e) There are no debts or amounts owing to the Acquiror by, nor has the Acquiror borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any Lender (includingfamily member thereof, without limitation, all or any person with whom Xxxxxxxx does not deal at arm’s length except for any amounts advanced to such financial information delivered in connection with persons for expenses incurred on behalf of the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, Acquiror in the reasonable opinion ordinary course; (f) the Acquiror has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any Person; and (g) The accounts receivable of the Credit PartiesAcquiror are bona fide, were reasonable when made good and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually collectible without set-off or in the aggregate) would result in any material change in any of such projectionscounterclaim.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent execution of this Agreement, Old HomePlace has delivered to Waccamaw true and complete copies of the following financial statements: (i) the audited balance sheets of Old HomePlace and its consolidated subsidiaries as of February 28, 1998 and March 1, 1997 and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Arthxx Xxxexxxx XXX, and all letters from such accountants with respect to the results of such audits; and (ii) the unaudited balance sheets of Old HomePlace and its consolidated subsidiaries as of May 31, 1998, August 31, 1998 and November 30, 1998 and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the portion of the fiscal year then ended. Except as set forth in the notes thereto and as disclosed in Section 3.07(a) of the HomePlace Disclosure Schedule and except for Claims that will be discharged pursuant to the Plan or any Lender (including, without limitationthe Confirmation Order, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the consolidated financial condition and results of operations of Old HomePlace and its consolidated subsidiaries as of the Credit Parties respective dates thereof and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then endedcovered thereby. All monthly financial statements delivered by Except for those Subsidiaries listed in Section 3.07(a) of the Credit Parties to the Agent or any Lender (includingHomePlace Disclosure Schedule, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations of each Subsidiary are, and for the respective all periods then ended. As referred to in this Section 3.07 have been, consolidated with those of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceOld HomePlace. (b) All financial projections Except for the execution and certificates delivered delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in Section 3.07(b) of the HomePlace Disclosure Schedule, since the HomePlace Unaudited Financial Statement Date subject to the limitations imposed on Old HomePlace and its Subsidiaries by the Credit Parties to Bankruptcy Court, the Agent or any Lender (includingBankruptcy Code and the Plan, without limitation, the business of Old HomePlace and its Subsidiaries has been operated in all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, materia respects in the reasonable opinion of the Credit Parties, were reasonable when made ordinary course consistent with past practice and reflect, there has not been any material adverse change in the reasonable opinion Business or Condition of the Credit PartiesOld HomePlace, reasonable estimates other than those occurring as a result of the results of operation general economic or financial conditions or other developments which are not unique to Old HomePlace and its Subsidiaries but also affect other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually Persons who participate or are engaged in the aggregate) would result lines of business in any material change in any of such projectionswhich Old HomePlace and its Subsidiaries participate or are engaged.

Financial Statements and Condition. (a) All annual and quarterly The Borrower’s unaudited financial statements delivered by the Credit Parties statements, dated as of January 31, 2003, as heretofore furnished to the Agent or any Lender (includingLender, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at Borrower. Since such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007date, there has been no Material Adverse Occurrence material adverse change in the financial condition or assets of Borrower. Borrower has filed all forms, reports and documents required to be filed by it with respect the SEC since November 20, 2001 and has heretofore made available to the Xxxxxxxxxx’x EntityLender, in the form filed with the SEC (excluding any exhibits thereto), (i) its Annual Report on Form 10-KSB for the fiscal year ended April 30, 2002, and (ii) all other forms, reports, registration statements and other documents filed by Borrower with the SEC since December 31November 20, 20072001 (the forms, there reports, registration statements and other documents referred to in clauses (i) and (ii) above being referred to herein, collectively, as the “Borrower SEC Reports”). To the best of Borrower’s knowledge, the Borrower SEC Reports and any other forms, reports and other documents filed by Borrower with the SEC after the date of this Agreement (i) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were or are made, not misleading. Lender acknowledges or represents that: (a) He has been no Material Adverse Occurrence.received and reviewed the Borrower SEC Reports; (b) All financial projections and certificates delivered by He is able to bear the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion economic risk of the Credit Partiestransaction described in this Agreement; (c) He understands the risk of investment in Borrower, were reasonable when made and reflect, in including the reasonable opinion effect of subordination of the Credit PartiesLoan to Borrower’s senior creditor, reasonable estimates PKM; (d) He has been given access to full and complete information regarding Borrower, including the opportunity to meet with officers, ask questions of and receive answers from such officers, and review such documents as he may have requested, and has utilized such access to his satisfaction for the results purpose of operation obtaining information in addition to, or verifying information included in, Borrower SEC Reports and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually disclosed by Borrower orally or in writing; (e) Neither the aggregateNote nor the Warrant have been registered under the Securities Act of 1933, as amended (the “Act”) would result or state securities laws; and (f) The Note and Warrant are being purchased for his own account and for investment and without the intention of reselling or redistributing the same, and that if Lender should determine to dispose or transfer the Note or Warrant, he will not do so without (1) obtaining an opinion of counsel satisfactory to Borrower that such proposed disposition or transfer may lawfully be made without registration under the Act, or (2) such registrations are in any material change in any of such projectionseffect.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender (includingexecution of this Agreement, without limitation, all such financial statements Seller has delivered in connection with to Purchaser true and complete copies of the Agent’s or Lenders’ due diligence unaudited balance sheets of Seller as of and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence fiscal period then ended, December 31, 1995, and the unaudited balance sheet, and statements of footnotes operations as of and subject to year-end audit adjustments as to for the interim statements) and fiscal period then ended November 30, 1997 (collectively, the "Financial Statements"). All such Financial Statements fairly present in all material respects the financial condition and results of operations of Seller as of the Credit Parties respective dates thereof and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods covered thereby. Comp-Est and Xxxxxxxxx (but not the other Stockholders) further represent and warrant (i) that the unaudited balance sheets and statement of operations of Seller as of, and for the period then ended. All monthly financial statements delivered by , December 31, 1997 will be prepared in the Credit Parties to the Agent or any Lender (includingsame manner, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results will not be materially less favorable than the unaudited balance sheet and statement of their operations operation of Seller as of, and for the respective periods period then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June November 30, 20071997, there has been no Material Adverse Occurrence and with respect to (ii) that the Xxxxxxxxxx’x Entityunaudited balance sheets and the statement of operations of Seller as of, since and for the fiscal period then ended, December 31, 20071995 are consistent with all tax returns filed by Seller for the period ended December 31, there has been no Material Adverse Occurrence1995. (b) All Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto, since the Financial Statement Date there has not been any change, event or development which has had or is reasonably expected to have a Material Adverse Effect. (c) Since the Financial Statement Date, Seller has not incurred any liabilities of a kind required by GAAP to be set forth on a balance sheet, other than liabilities incurred in the ordinary course of business, none of which is material to Seller's financial projections condition or Business. (d) Except as set forth on Schedule 5.08 or as expressly authorized or required by this Agreement, since the Financial Statement Date Seller has not, and certificates delivered covenants and agrees that from the date of this Agreement until the Closing Date Seller will not have: (i) amended its certificate of incorporation or by-laws or comparable instruments or entered into a Business Combination (as hereinafter defined) with any other Person, or changed or agreed to rearrange in any material respect the character of its business; (ii) issued, sold or purchased options or rights to subscribe to, or entered into any contracts or commitments to issue, sell or purchase, any shares of its capital stock; (iii) declared, set aside or paid any dividends or declared or made any other distributions of any kind to its stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; provided, however, that after the date of this Agreement Seller may pay cash distributions to the Stockholders if immediately following the payment of such cash distributions Seller's Net Assets are not less than $125,000,00; provided, further, however, that notwithstanding anything contained in this Agreement to the contrary, if the Stock Election is given, immediately preceding the Closing, the Seller may distribute its interests in the Joint Venture Agreement to the Stockholders or an entity wholly-owned by the Credit Parties Stockholders; (iv) knowingly waived any right of material value to the Agent its business; (v) made any wage or salary increase or other compensation payable or to become payable or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives, or any Lender accrual for or commitment or agreement to make or pay the same, other than increases made in the ordinary course of business consistent with past practice provided, however, that the increase in Xxxxxxxxx'x salary set forth on Schedule 5.08(d)(v) is not in the ordinary course of business nor consistent with past practice; (includingvi) entered into any transactions with any of its Affiliates, without limitationstockholders, all officers, directors, employees, consultants, agents or other representatives (other than employment arrangements made in the ordinary course of business consistent with past practice), or any Affiliate of any stockholder, officer, director, consultant, employee, agent or other representative; (vii) made any payment or commitment to pay any severance or termination pay to any Person or any of its officers, directors, employees, consultants, agents or other representatives, other than payments or commitments to pay such financial information delivered Persons or its officers, directors, employees in connection with the Agent’s or Lenders’ due diligence and underwriting ordinary course of business; (viii) (A) entered into any Real Property Lease (provided, however that Seller may enter into a new Real Property Lease with respect to this transactionthe relocation or renewal of a Real Property Lease for the primary office of Seller), (B) have been prepared in good faithsold, based on assumptions which, abandoned or made any other disposition of any of its assets or properties other than in the reasonable opinion ordinary course of business consistent with past practice; or (C) granted or suffered any Lien on any of its assets or properties other than Permitted Liens and sales of inventory in the ordinary course of business; (ix) except for inventory or equipment acquired in the ordinary course of business, made any acquisition of all or any part of the Credit Partiesassets, were reasonable when properties, capital stock or business of any other Person; or (x) made and reflectany change in accounting methods or practices or made any changes in depreciation or amortization policies or rates adopted by it; (xi) entered into any Contract or renewed, amended or modified any Contract containing any provision or covenant prohibiting or materially limiting the ability of Seller to engage in any business activity or compete with any Person; (xii) issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation in an aggregate amount exceeding $100,000.00; (xiii) entered into any Contract or renewed, amended or modified any Contract of a nature required to be disclosed on Schedule 5.16(a), except for those Contracts made in the reasonable opinion ordinary course of business consistent with past practice within the 12 months prior to the date of this Agreement except that all such contracts shall comply with the terms of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that Database License Agreement; (individually xiv) made any capital expenditures or commitments for capital expenditures in an aggregate amount exceeding $40,000.00 except for those capital expenditures for computer equipment made in the aggregateordinary course of business consistent with past practice; or (xv) entered into, amended or terminated any (A) employment agreement or (B) adopted, entered into or amended any arrangement which is, or would result in any material change in any of such projectionsbe, a Company Plan.

Financial Statements and Condition. (a) All annual The Audited Financial Statements and quarterly the Borrower’s audited consolidated financial statements delivered by as of and for the Credit Parties to the Agent or any Lender year ended December 31, 2006 (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been i) were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statementsii) and fairly present in all material respects the consolidated financial condition of the Credit Parties Borrower and their its Restricted Subsidiaries, as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed therein or on Schedule 6.14(a), neither the Borrower nor its Restricted Subsidiaries have any material Indebtedness or other material liabilities direct or contingent, as of the Closing Date, including liabilities for Taxes, material commitments or Contingent Obligations. (b) The unaudited pro forma consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at of December 31, 2006 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such dates events had occurred on such date or the beginning of such period) to (i) the extensions of credit to be made under this Agreement and (ii) the results payment of their operations fees and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered expenses in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present foregoing. The Pro Forma Balance Sheet has been prepared based on assumptions that the financial condition Loan Parties believe are reasonable as of the Credit Parties date hereof and their as of the Closing Date, and present fairly on a pro forma basis the estimated financial position and results of operations of the Borrower and its Restricted Subsidiaries on a consolidated basis as at such dates December 31, 2006 and the results of their operations for the respective periods year then ended. As of , assuming that the dates events specified in the preceding sentence had actually occurred at such date or at the beginning of such financial statementsperiod. (c) During the period from December 31, 2006 to and including the Closing Date there has been no Credit Party Disposition by the Borrower or any Subsidiary had Subsidiaries of any material obligation, contingent liability, liability for taxes part of its business or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesProperty, other than Dispositions permitted by Sections 8.2(a), (b), (c), (d), (e) and (f). (d) Since December 31, 2006 through the Xxxxxxxxxx’x Entity, since June 30, 2007Closing Date, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceEffect. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly a. The financial statements delivered by of Xxxxxx contained in the Credit Parties to Public Record (the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Xxxxxx Financial Statements”) have been prepared in accordance with GAAP on IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Broome as at the date and for the periods reported upon; b. The books and records of Broome disclose all material financial transactions of Broome, and such transactions have been fairly and accurately recorded; c. There are no known or anticipated material liabilities or any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of Xxxxxx, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Xxxxxx Financial Statements except for: i. those incurred in the ordinary course of business of Xxxxxx since March 31, 2013, and such liabilities are recorded in the books and records of Broome; and ii. those incurred in relation to the transactions contemplated by this Agreement; x. Xxxxxx has not granted any Encumbrance over its assets or in any particular asset; x. Xxxxxx is not a party to any contract or agreement with any officer, director, employee, shareholder or any other Person with whom Broome is not dealing at arm’s length (within the meaning of the Income Tax Act (Canada), nor any Affiliate of any of the foregoing, with the exception of usual compensation paid in the ordinary course of business consistent basis (with past practice; f. There are no debts or amounts owing to Broome by, nor has Broome borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom Broome does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of Broome in the absence of footnotes and subject ordinary course; x. Xxxxxx has not guaranteed or agreed to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or guarantee any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liabilitydebt, liability for taxes or longother obligation of any kind whatsoever of any Person; and h. The accounts receivable of Broome are bona fide, good and collectible without set-term lease obligation which is not reflected in such financial statements off or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrencecounterclaim. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual The audited consolidated balance sheets of Borrower as of the Fiscal Year ended September 30, 2009, and quarterly financial the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties Fiscal Years then ended, with the opinion of EFP Xxxxxxxxx, all heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)Lender, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, are all true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and present fairly present the financial condition of IEC and IECW&C at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their operations and changes in financial position for the respective Fiscal Year then ended. The internally prepared balance sheet of GTC for the Fiscal Year-to-date and October, 2009 Fiscal Month end, and the related statements of operation, stockholders equity and cash flows for the periods then ended. All monthly financial statements delivered by the Credit Parties , all heretofore furnished to the Agent or any Lender Lender, have been prepared in accordance with GAAP (includingabsent footnote disclosures and customary year end adjustments) consistently applied throughout the periods indicated, without limitation, are all such financial statements delivered true and correct in connection with the Agent’s or Lenders’ due diligence all material respects and underwriting with respect to this transaction) present fairly present the financial condition of GTC at the Credit Parties and their Subsidiaries as at such dates date of said financial statements and the results of their GTC operations for the respective periods fiscal period then endedending. As The internally prepared balance sheet for the Credit Parties as of the dates October, 2009 Fiscal Month end is true and correct in all material respects and fairly represents the information therein applicable to the Closing Date Borrowing Base Certificate of the Credit Parties. The financial statements described in this Section 9.6 are collectively called the “Financial Statements”. The Credit Parties as of such financial statementsdates did not have any significant liabilities, no Credit Party contingent or otherwise, including liabilities for taxes or any Subsidiary had any material obligation, contingent liability, liability for taxes unusual forward or long-term lease obligation commitments which is were not reflected in such financial statements disclosed by or reserved against in the notes thereto. With respect to Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections On and certificates delivered as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection therewith and the GTC Transaction, (i) the sum of the assets, at a fair valuation, of the Borrower (standing alone) and the Credit Parties (taken as a whole) will exceed its and their debts, (ii) the Borrower (standing alone) and the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 9.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual and quarterly The financial statements delivered by of Pubco contained in the Credit Parties to Public Record (the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Pubco Financial Statements”) have been prepared in accordance with GAAP on a consistent basis (except IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Pubco as at the date and for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence.reported upon; (b) All The books and records of Pubco disclose all material financial projections transactions of Pubco, and certificates delivered by such transactions have been fairly and accurately recorded; (c) There are no known or anticipated material liabilities or any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of Pubco, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Credit Parties Pubco Financial Statements except for: (i) those incurred in the ordinary course of business of Pubco since July 31, 2016, and such liabilities are recorded in the books and records of Pubco; and (ii) those incurred in relation to the Agent transactions contemplated by this Agreement; (d) Pubco has not granted any Encumbrance over its assets or in any particular asset; (e) Pubco is not a party to any contract or agreement with any officer, director, employee, shareholder or any Lender other Person with whom Pubco is not dealing at arm’s length (includingwithin the meaning of the Income Tax Act (Canada), without limitationnor any Affiliate of any of the foregoing, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, exception of usual compensation paid in the reasonable opinion ordinary course of the Credit Partiesbusiness consistent with past practice; (f) There are no debts or amounts owing to Pubco by, were reasonable when made and reflectnor has Pubco borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom Pubco does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of Pubco in the reasonable opinion ordinary course. (g) Pubco has not guaranteed or agreed to guarantee any debt, liability or other obligation of the Credit Partiesany kind whatsoever of any Person; and (h) The accounts receivable of Pubco are bona fide, reasonable estimates of the results of operation good and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually collectible without set-off or in the aggregate) would result in any material change in any of such projectionscounterclaim.

Financial Statements and Condition. (a) All annual and quarterly MedicalCV’s unaudited financial statements delivered by the Credit Parties statements, dated as of April 30, 2003, as heretofore furnished to the Agent or any Lender (includingLightWave, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of MedicalCV. MedicalCV has filed all forms, reports and documents required to be filed by it with the Credit Parties SEC since November 21, 2001 and their Subsidiaries as at such dates and has heretofore made available to the results of their operations and changes Lender, in financial position the form filed with the SEC (excluding any exhibits thereto), (i) its Annual Report on Form 10-KSB for the respective periods then ended. All monthly financial fiscal year ended April 30, 2002, and (ii) all other forms, reports, registration statements delivered and other documents filed by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection MedicalCV with the Agent’s or Lenders’ due diligence SEC since November 21, 2001 (the forms, reports, registration statements and underwriting with respect other documents referred to this transactionin clauses (i) fairly present and (ii) above being referred to herein, collectively, as the financial condition of the Credit Parties and their Subsidiaries “MedicalCV SEC Reports”). Since April 30, 2003, except as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or set forth in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007MedicalCV SEC Reports, there has been no Material Adverse Occurrence material adverse change in the financial condition or assets of MedicalCV. To the best of Borrower’s knowledge, MedicalCV SEC Reports (i) were prepared substantially in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and with respect the Securities Exchange Act of 1934, as amended, as the case may be, and the rules and regulations thereunder and (ii) did not at the time they were filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Xxxxxxxxxx’x Entitystatements made therein, since December 31in the light of the circumstances under which they were or are made, 2007, there not misleading. LightWave acknowledges or represents that: (a) It has been no Material Adverse Occurrence.received and reviewed MedicalCV SEC Reports; (b) All financial projections It is able to bear the economic risk of the transaction described in this Agreement; (c) It understands the risk of investment in MedicalCV; (d) It has been given access to full and certificates delivered complete information regarding MedicalCV, including the opportunity to meet with officers, ask questions of and receive answers from such officers, and review such documents as it may have requested, and has utilized such access to his satisfaction for the purpose of obtaining information in addition to, or verifying information included in, MedicalCV SEC Reports and other information disclosed by MedicalCV orally or in writing. (e) Neither the Credit Parties to Warrants nor common stock of MedicalCV issuable upon exercise of the Agent or any Lender thereof (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction“Shares”) have been prepared in good faithregistered under the Securities Act or state securities laws; and (f) The Warrants and Shares are being acquired for its own account and for investment and without the intention of reselling or redistributing the same, based on assumptions whichand that if LightWave should determine to dispose or transfer the Warrants or Shares, in the reasonable it will not do so without (1) obtaining an opinion of counsel satisfactory to MedicalCV that such proposed disposition or transfer may lawfully be made without registration under the Credit PartiesAct, were reasonable when made and reflect, or (2) such registrations are in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionseffect.

Financial Statements and Condition. (a) All annual and quarterly The audited consolidated financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such and unaudited consolidated financial statements delivered of Seller (including any related notes or schedules thereto) included (or incorporated by reference) in connection any registration statement, report, schedule, definitive proxy statement or other document which Seller was required to file with the Agent’s or Lenders’ due diligence SEC since January 1, 2000 (the “Seller Financial Statements”) were complete and underwriting correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect to this transaction)thereto as of the respective dates, and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). The Seller Financial Statements fairly present in all material respects the consolidated financial condition and operating results of Seller and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of unaudited statements, to normal, recurring year-end adjustments). The unaudited balance sheets and statements of income and cash flows of the Division for the immediately past two calendar years, attached as Section 2.5(a) of the Seller Disclosure Schedule (the “Division Financial Statements”), were prepared in accordance with GAAP, other than the absence of footnotes, applied on a consistent basis (except for throughout the absence of footnotes periods covered thereby, and subject to year-end audit adjustments as to the interim statements) and fairly present fairly, in all material respects, the financial condition of the Credit Parties and Division as of their Subsidiaries as at such respective dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the those respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrenceperiods. (b) All financial projections Except for the execution and certificates delivered by delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto on or prior to the Agent Closing Date, since September 30, 2001, there has not been any Material Adverse Effect on the Condition of the Business, other than those disclosed in Section 2.5(b) of the Seller Disclosure Schedule. (c) Since September 30, 2001, except as disclosed in Section 2.5(c) of the Seller Disclosure Schedule or any Lender (includingother Section of the Seller Disclosure Schedule, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, Seller has not incurred any Liabilities which in the reasonable opinion aggregate are material to the Condition of the Credit PartiesBusiness, were reasonable when made and reflect, other than Liabilities incurred in the reasonable opinion ordinary course of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsbusiness.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, the Company has made available to the Investors true and complete copies of the Financial Statements. The information contained in the Financial Statements shall be substantially similar to the information contained in the audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2004 and 2005 (includingthe "ACTUAL ANNUAL FINANCIAL STATEMENTS") and the unaudited consolidated balance sheets, without limitationincome statements and statements of cash flow of Tianwei Yingli for the six months ended June 30, all such financial statements delivered in connection with 2006 (the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction"ACTUAL INTERIM FINANCIAL STATEMENTS"), each of which shall have been prepared audited (in accordance the case of the Actual Annual Financial Statements) or reviewed (in the case of the Actual Interim Financial Statements) by KPMG Huazhen and shall be delivered to the Investors as soon as it is released by KPMG Huazhen but no later than sixty (60) days following the Closing. The net income for each of the years ended on December 31, 2004 and 2005 as indicated in the Actual Annual Financial Statements shall not be less than ninety five percent (95%) of the net income for each of the corresponding years indicated in the Financial Statements. The net income for the six months ended on June 30, 2006 as indicated in the Actual Interim Financial Statements shall not be less than ninety percent (90%) of its counterpart for the corresponding period indicated in the Financial Statements. (b) Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant thereto on or prior to the Closing Date or as disclosed in the Disclosure Schedule, since June 30, 2006 until the Closing Date, the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course consistent with past practice and there has not been any change in the Business or Condition of the Company that has or would reasonably be expected to have a Material Adverse Effect. (c) To the Knowledge of the Warrantors, except as reflected in the Financial Statements described in paragraph (a) of this Section or as set forth in the Disclosure Schedule, and except for Liabilities incurred in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary has any material Liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by US GAAP to be set forth on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition consolidated balance sheet of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements Company or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly The financial statements delivered by of the Credit Parties to Purchaser contained in the Agent or any Lender Public Record (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), “Purchaser Financial Statements”) have been prepared in accordance with GAAP on a consistent basis (except IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of the Purchaser as at the date and for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence.reported upon; (b) All The Books and Records of the Purchaser disclose all material financial projections transactions of the Purchaser, and certificates delivered by such transactions have been fairly and accurately recorded; (c) There are no known or anticipated material liabilities or any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of the Credit Parties Purchaser, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Purchaser Financial Statements except for: (i) those incurred in the ordinary course of business of the Purchaser since November 30, 2017, and such liabilities are recorded in the Books and Records of the Purchaser; and (ii) those incurred in relation to the Agent transactions contemplated by this Agreement, including in relation to the Financing, the Additional Acquisition or the Spin-Off; (d) Except as disclosed in the Public Record, the Purchaser has not granted any Encumbrance over its assets or in any particular asset; (e) Except as disclosed in the Public Record, the Purchaser is not a party to any contract or agreement with any officer, director, employee, shareholder or any Lender other Person with whom the Purchaser is not dealing at arm’s length (includingwithin the meaning of the Income Tax Act (Canada), without limitationnor any Affiliate of any of the foregoing, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, exception of usual compensation paid in the reasonable opinion ordinary course of business consistent with past practice; (f) Except as disclosed in the Public Record, there are no debts or amounts owing to the Purchaser by, nor has the Purchaser borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom the Purchaser does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of the Credit Parties, were reasonable when made and reflect, Purchaser in the reasonable opinion ordinary course. (g) The Purchaser has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any Person; and (h) The accounts receivable of the Credit PartiesPurchaser are bona fide, reasonable estimates of the results of operation good and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually collectible without set- off or in the aggregate) would result in any material change in any of such projectionscounterclaim.

Financial Statements and Condition. (a) All annual and quarterly Seller has delivered to Buyer financial statements delivered by for the Credit Parties to periods January 1, 1997 through December 31, 1997, January 1, 1998 through December 31, 1998 (the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction"Financial Statements"), have been and for the period January 1, 1999 through June 30, 1999 (the "Interim Statements"). The Financial Statements are audited and prepared in accordance with GAAP on United States generally accepted accounting principles consistently applied throughout the period covered by the Financial Statements. Seller's independent auditors have provided a consistent basis (except review report covering the Interim Statements. The Financial Statements and the Interim Statements constitute true and complete financial statements for the absence of footnotes periods specified and subject to year-end audit adjustments as to are in accordance with the interim statements) books and fairly present the financial condition records of the Credit Parties and their Subsidiaries Seller. Such statements present fairly the position of the Business as at such of the respective dates thereof and the results of their operations and changes in financial position cash flows of the Business for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrencecovered thereby. (b) All financial projections Seller has no direct or indirect indebtedness, liabilities, claims, losses, damages, deficiencies, obligations or responsibilities, liquidated or unliquidated, accrued, absolute, contingent, or otherwise ("LIABILITIES") which in any way encumber the Assets and certificates delivered by no Liabilities otherwise exist that encumber the Credit Parties to the Agent Assets. (c) Since June 30, 1999, Seller has not: (i) suffered any change, event or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichcondition that, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually any case or in the aggregate, has had or could reasonably be expected to have a material adverse effect upon the Business or the Assets or Seller's ability to consummate the transactions contemplated herein and in the other Transaction Documents; (ii) would result entered into any material transaction, contract or commitment relating to the Business in any material change manner; and (iii) incurred or paid any liability or obligation not in any the ordinary course of such projectionsbusiness, consistent with past custom and practice including as to quantity and frequency with respect to the Business.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent or any Lender execution of this Agreement, Seller has made available to Purchaser true and complete copies of the following financial statements: (includingi) the unaudited balance sheet of MPC and the Subsidiaries as of December 31, without limitation1999 and the related unaudited consolidated statement of operations for fiscal years of 1997, 1998 and 1999; and (ii) the unaudited balance sheet of MPC and the Subsidiaries as of July 31, 2000 (attached as ANNEX I hereto). Except as set forth in the notes thereto and as disclosed in SECTION 2.09(a) OF THE DISCLOSURE SCHEDULE, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present in all material respects the consolidated financial condition and statement of operations of MPC and its consolidated Subsidiaries as of the Credit Parties respective dates thereof and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then endedcovered thereby. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (includingExcept for those Subsidiaries disclosed in SECTION 2.09(a) OF THE DISCLOSURE SCHEDULE, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition and statement of operations of each Subsidiary are, and for all periods referred to in this SECTION 2.09 have been, consolidated with those of MPC. Except as disclosed in SECTION 2.09(a) OF THE DISCLOSURE SCHEDULE, and except for matters reflected or reserved against in the financial statements referred to in clauses (i) and (ii) above (or the notes thereto), as of the Credit Parties and their Subsidiaries as at such dates and date of this Agreement, neither MPC, the results of their operations for the respective periods then ended. As of the dates of such financial statementsCompany, no Credit Party or nor any Subsidiary had has any material obligationliabilities or obligations (whether absolute, contingent liabilityaccrued, liability for taxes contingent, fixed or long-term lease obligation which is not otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on a consolidated balance sheet of MPC or the Company and Subsidiaries (including the notes thereto), except liabilities or obligations (i) that were incurred in such financial statements the ordinary course of business consistent with past practice since July 31, 2000, or (ii) that, individually or in the notes theretoaggregate, have not had and could not reasonably be expected to have a material adverse effect on the Business or Condition of MPC and the Company. With respect to At and as of the Credit PartiesClosing Date, other than the Xxxxxxxxxx’x Entitytotal of Indebtedness of the Company, since June 30, 2007, there has been no Material Adverse Occurrence the Subsidiaries and with respect to MPC Natural Gas Funding Trust and the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrenceface amount of the outstanding preferred trust securities of the Montana Power Capital I (Trust) shall not exceed $488 million. (b) All financial projections Except for the execution and certificates delivered by delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto on or prior to the Agent or any Lender (includingClosing Date and as disclosed in SECTION 2.09(b) OF THE DISCLOSURE SCHEDULE, without limitation, since the Interim Financial Statement Date the business of MPC and the Subsidiaries has been operated in all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material respects in the reasonable opinion ordinary course of the Credit Parties, were reasonable when made business consistent with past practice and reflect, there has not been any material adverse change in the reasonable opinion Business or Condition of MPC, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to MPC and the Credit Parties, reasonable estimates of the results of operation and Subsidiaries but also affect to a similar extent other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually Persons who participate or are engaged in the aggregate) would result lines of business in any material change in any of such projectionswhich MPC and the Subsidiaries participate or are engaged.

Financial Statements and Condition. (ai) All annual The Borrower has furnished to the Lender complete and quarterly accurate copies of the Consolidated balance sheets of the Borrower and its Subsidiaries as of December 31 in each of the years 1992 through 1996 and consolidated statements of operations, shareholders' equity and cash flows for each such year, in each case accompanied by a report thereon containing an unqualified opinion by KPMG Peat Marwick LLP but reflecting, as appropriate, modifications resulting from any change in accounting principles. Such audited financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (consistently applied except for as therein noted, and present fairly the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the Consolidated financial condition position of the Credit Parties Borrower and their its Subsidiaries as at of such dates and the Consolidated results of their operations and changes in financial position their cash flows for such periods. (ii) The Borrower has also furnished to the Lender a complete and accurate copy of the unaudited condensed Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 1996 and unaudited condensed consolidated statements of operations and cash flows for the respective periods twelve months then ended. All monthly Such unaudited financial statements delivered by have been prepared in accordance with GAAP, on the Credit Parties to same basis as the Agent or any Lender (including, without limitation, all such audited financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties Borrower, and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Consolidated financial position of the Borrower and their its Subsidiaries as at of such dates date and the Consolidated results of their operations and changes in their cash flows for such period. (iii) All Annual Reports of the Borrower on Form 10-K and Quarterly Reports of the Borrower on Form 10-Q delivered after the date hereof, were prepared in conformity with GAAP consistently applied, except as otherwise noted therein, and fairly present the Consolidated financial position of the Borrower and its Subsidiaries as at the respective periods then ended. As dates thereof and the Consolidated results of operations and changes in cash flows of the dates Borrower and its Subsidiaries for each of such the periods covered thereby, subject, in the case of any unaudited interim financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or longto changes resulting from audit and normal year-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrenceend adjustments. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent execution of this Agreement, Parent has delivered to Purchaser true and complete copies of the following financial statements: (i) The unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as of September 30, 1994 and September 30, 1995 and the related unaudited statement of earnings for each of the years then ended; (ii) the unaudited consolidated balance sheets of the Company and its consolidated subsidiaries as of June 30, 1996 and the related unaudited consolidated statement of earnings for the portion of the fiscal year then ended; (iii) the audited consolidated balance sheets of Spalding and its consolidated subsidiaries as of September 30, 1994 and September 30, 1995 and the related audited statement of earnings, shareholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Deloitte & Touche; and (iv) the unaudited consolidated balance sheets of Spalding and its consolidated subsidiaries as of June 30, 1995 and June 30, 1996 and the related unaudited consolidated statement of earnings and cash flows for the portion of the fiscal year then ended. Except as set forth in any notes thereto or any Lender (including, without limitationas disclosed in Section 2.09(a) of the Disclosure Schedule, all such financial statements delivered in connection with (including the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been notes thereto) were prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present in all material respects the consolidated financial condition position and results of operations and, in the case of Spalding, shareholders' equity (in the case of audited statements only) and cash flows, of the Credit Parties Company and Spalding and their Subsidiaries consolidated subsidiaries, as at such of the respective dates thereof and the results of their operations and changes in financial position for the respective periods then endedcovered thereby, subject, in the case of interim statements (which do not contain any notes), to normal year end adjustments. All monthly financial statements delivered by Except for those Subsidiaries listed in Section 2.09(a) of the Credit Parties to the Agent or any Lender (includingDisclosure Schedule, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition and results of operations of each Subsidiary are, and for all periods referred to in this Section 2.09 have been, consolidated with those of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse OccurrenceCompany. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual The Borrower's audited consolidated balance sheet and quarterly financial statements delivered by of earnings, changes in common stockholders' equity and cash flows as of and for the Credit Parties fiscal year ended December 31, 2003 heretofore furnished to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been Lenders were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods involved (except for as may be indicated in the absence notes thereto regarding the adoption of footnotes and subject to year-end audit adjustments as to the interim statementsnew accounting policies) and present fairly present in all material respects the consolidated financial condition position of the Credit Parties Borrower and their its Subsidiaries as at such the respective dates thereof and the consolidated results of their operations of the Borrower and changes in financial position its Subsidiaries for the respective periods then ended. All monthly The Borrower's unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended March 31, 2004 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements delivered by for the Credit Parties to the Agent or any Lender (includingfiscal year ended December 31, without limitation, all such 2003. The Borrower's unaudited interim financial statements delivered as at March 31, 2004 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in connection with all material respects the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the consolidated financial condition and consolidated results of operations of the Credit Parties Borrower and their its Subsidiaries as at such of the dates and the results of their operations for the respective periods then endedindicated therein except as otherwise set forth therein. As of the dates of such financial statements, no Credit Party or neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit PartiesSince December 31, other than the Xxxxxxxxxx’x Entity, since June 30, 20072003, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material adverse change in the reasonable opinion business, operations, property, assets or condition, financial or otherwise, of the Credit Parties, were reasonable when made Borrower and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits Subsidiaries taken as a whole.

Financial Statements and Condition. (ai) All annual The audited consolidated balance sheets of Borrower as of and quarterly financial for the Fiscal Year ended September 30, 2019, and the related statements delivered by of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Credit Parties to the Agent or any Lender (includingFiscal Years then ended, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction)opinion of Deloitte & Touche LLP, have been prepared in accordance with GAAP on a consistent basis (except for consistently applied throughout the absence of footnotes periods indicated, are true and subject to year-end audit adjustments as to the interim statements) correct in all material respects and present fairly present the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 4.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and their Subsidiaries (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2019, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at such dates the date of said financial statements and the results of their operations and changes in financial position for the respective periods Fiscal Year then ended. All monthly The unaudited financial statements delivered described in this Section 4.6(a)(ii) are collectively called the “Unaudited Financial Statements.” (b) On and as of the date of this Agreement, and after giving effect to all Debt (including the Loans) and Liens created by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with herewith, (i) the Agent’s or Lenders’ due diligence sum of the assets, at a fair valuation, of the Borrower (standing alone) and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties (taken as a whole) will exceed its and their Subsidiaries as at such dates debts, (ii) the Borrower (standing alone) and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties (taken as a whole) has and have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their ability to pay such debts as such debts mature, and (iii) the Agent Borrower (standing alone) and the Credit Parties (taken as a whole) will have sufficient capital with which to conduct its and their respective businesses. For purposes of this Section 4.6(b), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, secured or unsecured. The amount of contingent liabilities at any Lender (including, without limitation, all such financial information delivered in connection with time shall be computed as the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions whichamount that, in the reasonable opinion light of all the Credit Partiesfacts and circumstances existing at such time, were reasonable when made and reflect, in represents the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist amount that (individually can reasonably be expected to become an actual or in the aggregate) would result in any material change in any of such projectionsmatured liability.

Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties Prior to the Agent execution of this Agreement, the Company has made available to the Investor true and complete copies of the Financial Statements. The information contained in the Financial Statements shall be substantially similar to the information contained in the audited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the years ended on December 31, 2003, 2004 and 2005 (the "ACTUAL ANNUAL FINANCIAL STATEMENTS") and the unaudited consolidated balance sheets, income statements and statements of cash flow of Tianwei Yingli for the six months ended June 30, 2006 (the "ACTUAL INTERIM FINANCIAL STATEMENTS"); provided, that (i) net income for each of the years ended on December 31, 2003, 2004 and 2005 as indicated in the Financial Statements shall not be greater or less than net income for each of the corresponding years indicated in the Actual Annual Financial Statements by more than ten percent (10%) and (ii) net income for the six months ended on June 30, 2006 shall not be greater or less than net income for the corresponding period indicated in the Actual Interim Financial Statements by more than fifteen percent (15%). (b) Except for the execution and delivery of the Transaction Documents and the transactions to take place pursuant thereto on or prior to the Closing Date or as disclosed in the Disclosure Schedule, since January 1, 2006 until the Closing Date, the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course consistent with past practice and there has not been any Lender change in the Business or Condition of the Company that has or would reasonably be expected to have a Material Adverse Effect. (includingc) To the Knowledge of the Company, without limitationexcept as reflected in the Financial Statements described in paragraph (a) of this Section or as set forth in the Disclosure Schedule, all such financial statements delivered and except for Liabilities incurred in connection the ordinary course of business consistent with past practice, neither the Agent’s Company nor any Subsidiary has any material Liabilities of any nature (whether accrued, absolute, contingent or Lenders’ due diligence and underwriting with respect otherwise) required by GAAP to this transaction), have been prepared in accordance with GAAP be set forth on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition consolidated balance sheet of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements Company or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections.

Financial Statements and Condition. (a) All annual Attached hereto as Schedule 3.7(a) are copies of the Company’s (i) unaudited consolidated balance sheet as of December 31, 2008 and quarterly financial December 31, 2007 and the related unaudited consolidated statements delivered by of income, cash flow and stockholders’ equity for the Credit Parties to period then ended (collectively, the Agent or any Lender “Company Financial Statements”) and (includingii) an unaudited consolidated balance sheet as of June 30, without limitation, all such financial statements delivered in connection with 2009 (the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction“Balance Sheet Date”), and the related unaudited statements of income, cash flow and stockholders’ equity for the six months then ended (the “Interim Financials”). The Company Financials and the Interim Financials (collectively referred as the “Financials”) are true and correct in all material respects and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each other (except for that the absence of Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s consolidated financial condition, operating results and cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes adjustments, which are not material in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent amount or significance in any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements individual case or in the notes theretoaggregate. With respect The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the Credit Parties“Current Balance Sheet.” The books and records of the Company and each Subsidiary are materially correct and complete and have been, other than and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence Financials are consistent with such books and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrencerecords. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) The Monthly Financial Statements have been prepared in good faith. (c) Except as set forth on the attached Schedule 3.7(c), based on assumptions whichthe Company and its Subsidiaries have no Liability arising out of any transaction entered into at or prior to the Closing Date, in or any action or inaction at or prior to the reasonable opinion Closing Date, or any state of facts existing at or prior to the Credit PartiesClosing Date that would reasonably likely to, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate, have a Material Adverse Effect, other than (i) would result liabilities reflected on the face of Current Balance Sheet, (ii) current liabilities incurred in the Ordinary Course of Business since the date of the Current Balance Sheet (none of which results from, arises out of, relates to, is in the nature of, or was caused by any material change breach of contract, breach of warranty, tort, infringement, or violation of law), and (iii) executory obligations under any contract to which the Company is a party or is bound (but not liabilities for any breach of any such contracts occurring on or prior to the Closing Date) and (iv) liabilities incurred in any of such projectionsconnection with the transactions contemplated by this Agreement.

Financial Statements and Condition. (a) All annual Seller has delivered to Buyer: (i) the unaudited balance sheet of Seller as at June 30, 1996 and quarterly financial the audited balance sheet of Seller as at June 30, 1997, and the related audited statements delivered by of operations and retained earnings, and cash flows for each of the Credit Parties to years then ended (the Agent or any Lender A1996 AND 1997 FINANCIAL STATEMENTS"); (ii) an audited balance sheet of Seller as at June 30, 1998 (I.E., the Effective Date Balance Sheet) and the related audited statements of income and retained earnings and cash flows for the year then ended, including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to , together with the Credit Parties, other than report thereon of W&M (the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since "1998 FINANCIAL STATEMENTS"); and (iii) unaudited balance sheets as at December 31, 20071996 and 1997 and as at September 30, there has been no Material Adverse Occurrence1998 (the "UNAUDITED BALANCE SHEETS") and the related unaudited statements of income and retained earnings for the calendar years 1996 and 1997 and for the nine-month period ended September 30, 1998 (the "UNAUDITED FINANCIAL STATEMENTS"). (b) All Each of the financial projections statements described in this Section, and certificates delivered by the Credit Parties notes thereto, fairly present the financial condition, the results of operations, and the cash flows of Seller as at the respective dates of, and for the periods referred to the Agent or any Lender (includingin, without limitationsuch financial statements, all such financial information delivered in connection accordance with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faithGAAP, based on assumptions whichsubject, in the reasonable opinion case of the Credit PartiesUnaudited Financial Statements, were reasonable when made and reflectto (i) normal recurring year-end adjustments (the effect of which will not, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate, be material) and (ii) the absence of notes (that, if presented, would result not differ materially from those included in the Effective Date Balance Sheet). The financial statements referred to in this Section 5.7 reflect the consistent application of GAAP throughout the periods involved. No financial statements of any material change entity other than Seller are required by GAAP to be included in the financial statements of Seller. (c) The Acquired Net Assets, as of the Effective Time and as of the Closing Date, less any Permitted Distributions (but excluding from the amount of such projectionsthe Permitted Distributions payments by Seller during the Interim Period to Shareholder of up to (i) $10,000 a week as salary and (ii) $16,000 a month as rent on the Mansfield Facility), is not, and will not be, less than Two Million Four Hundred Thousand Dollars ($2,400,000.00), and, as of the Closing Date, the tangible net book value of the Acquired Business shall equal the sum of the Acquired Net Assets, less any Permitted Distributions, plus the Interim Earnings, as defined in Section 4.3. (d) The Interim Earnings are greater than zero. (e) Since the Effective Time, Seller has not paid more than $16,000 per month as rent for the use of the Mansfield Facility.

Financial Statements and Condition. Full Disclosure. (a) All annual and quarterly Obligors have heretofore submitted to Lender the consolidated financial statements delivered by of the Credit Parties to Obligors filed with Zygo's Form 10-K filed with the Agent or any Lender (includingSecurities and Exchange Commission for the Fiscal Year ended June 30, without limitation2000 and the consolidated financial statements of the Obligors filed with the Obligor's Form 10-Q filed with the Securities and Exchange Commission for the fiscal quarter ended December 31, 2000. Obligors represents that all of said financial information is true and correct in all material respects; such financial information fairly presents the financial condition and the results of operations of the Obligors as of the dates thereof and for the periods indicated therein; that such financial statements delivered in connection with disclose all material liabilities, direct or contingent of the Agent’s or Lenders’ due diligence Obligors as of the dates thereof and underwriting with respect to this transaction), the periods indicated; that such financial statements have been prepared in accordance with GAAP on a consistent basis (except for consistently maintained throughout the absence of footnotes periods involved; and subject to year-end audit adjustments that, as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results date of their operations and changes in said financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent information submitted, there were no material unrealized or unanticipated losses from any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition unfavorable commitments of the Credit Parties and their Subsidiaries Obligors as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, dates; and that there has been no Material Adverse Occurrence and with respect to material adverse change in the Xxxxxxxxxx’x Entitybusiness, since December 31assets, 2007operations, there has been no Material Adverse Occurrenceprospects or condition, financial or otherwise of the Obligors as of the dates from that set forth in said financial statements. (b) All financial projections The Obligors are, and certificates delivered on the Drawdown Date of each Loan and on the date of the issuance of each Letter of Credit, will be, Solvent, on a consolidated basis. (c) To the best of each Obligor's knowledge, neither this Agreement nor any written information, exhibit, report, document, or certificate furnished to Lender by the Credit Parties to the Agent or on behalf of any Lender (including, without limitation, all such financial information delivered Obligor in connection with this Agreement contained or contains any material misstatement of fact or omitted or omits to state a material fact necessary to make the Agent’s statements contained herein or Lenders’ due diligence and underwriting with respect therein not misleading. There is no fact known to this transaction) have been prepared in good faithany Obligor that materially adversely affects or that, based on assumptions whichinsofar as any Obligor can now reasonably foresee, in may materially adversely affect, the reasonable opinion condition, financial or otherwise, operations, properties, or prospects of any Obligor or its Subsidiaries or the ability of any Obligor or any of its Subsidiaries to carry out their respective obligations under any of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in Loan Documents to which any of such projectionsthem is or will be a party.

Financial Statements and Condition. (a) All annual The Agent and quarterly each Lender have ---------------------------------- received (i) audited consolidated financial statements delivered by of the Credit Parties Parent and its Subsidiaries for the Fiscal Year ending July 31, 2001, and (ii) unaudited consolidated financial statements of the Parent and its Subsidiaries as at and for the fiscal quarter ending October 31, 2001. Such financial statements present fairly in accordance with GAAP (i) the financial position of the Parent and its Subsidiaries as of the date of such balance sheet and (ii) the results of operations of the Parent and its Subsidiaries for such period (except in the case of interim financial statements, for the absence of notes and normal year end adjustments). To the best of the Parent's and the Borrowers' knowledge, (x) neither the Parent nor any Borrower has material direct or indirect contingent liabilities as of such date which are not reserved for in such balance sheet or which in accordance with GAAP would have to the Agent or any Lender be included in footnotes thereto, but have not been so included, and (including, without limitation, y) all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP applied on a consistent basis consistently maintained throughout the period involved (except in the case of interim financial statements, for the absence of footnotes notes and subject to year-normal year end audit adjustments as to adjustments). (b) To the interim statements) and fairly present the financial condition best of the Credit Parties and their Subsidiaries as at such dates Parent's and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007Borrowers' knowledge, there has been no Material Adverse Occurrence and with respect Change to the Xxxxxxxxxx’x Entity, Parent and its Subsidiaries since December October 31, 2007, there has been no Material Adverse Occurrence2001. (bc) All The Agent and each Lender have received the Parent's forecast dated October 10, 2001 of the future financial performance of the Parent and its Subsidiaries. The projections and certificates delivered pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the Credit Parties to be reasonable at the Agent time made and as of the date hereof, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results. No fact is known on the date hereof to any executive officer of the Parent or any Lender (including, without limitation, all such financial information delivered in connection with other Credit Party which would have a Material Adverse Effect on the Agent’s or Lenders’ due diligence Parent and underwriting with respect to this transaction) have its Subsidiaries that has not been prepared in good faith, based on assumptions which, set forth in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, financial statements referred to in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that this (individually S) 5.6 or disclosed herein or in the aggregate) would result schedules attached hereto or otherwise disclosed to the Agent in any material change in any of such projectionswriting prior to the Closing Date.

Financial Statements and Condition. (a) All annual and quarterly The audited financial statements delivered by of Parent and its Subsidiaries for the Credit Parties to year ended January 3, 1998, present fairly in accordance with GAAP (i) the Agent or any Lender (including, without limitation, all financial position of Borrower as of the date of such financial statements delivered and (ii) the results of operations of Borrower for such period. Borrower had no direct or indirect contingent liabilities as of the date of such financial statements which are not reserved for therein or which in connection accordance with the Agent’s or Lenders’ due diligence and underwriting with respect GAAP would have to this transaction)be included in footnotes thereto, such financial statements have been prepared in accordance with GAAP applied on a consistent basis consistently maintained throughout the period involved (except for the absence of footnotes and subject to year-normal year end audit adjustments as to the interim statements) adjustments), and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to material adverse change in the Xxxxxxxxxx’x Entitybusiness, operations, liabilities, assets, properties, prospects or condition (financial or otherwise) of Borrower since December 31, 2007, there 1997. There has been no Material Adverse Occurrencematerial adverse change in the business, operations, liabilities, assets, properties, prospects or condition (financial or otherwise) of any Credit Party since November 7, 1998. (b) All financial The Agent has been furnished projections of the future performance of Borrower and its Subsidiaries. The projections and certificates delivered pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by such projections may differ from the projected results. No fact is known to any Credit Parties Party which could reasonably be expected to have a Material Adverse Effect, that has not been set forth in the financial statements referred to in this Section 15.6 or disclosed herein or otherwise disclosed to the Agent in writing prior to the most recent date on which the representation contained in this Section 15.6 is made or any Lender repeated. (includingc) The budget dated as of October 12, without limitation1998, all such financial information delivered in connection with a copy of which is attached hereto as Exhibit 15.6(c), is the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion budget of the Credit Parties, were reasonable when made financial condition and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation operations of Parent and other information projected therein. To its Subsidiaries for the knowledge of the Credit PartiesFiscal Year ending January 2, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections1999, required to be delivered pursuant to Section 12.1(l).

Financial Statements and Condition. (a) All annual Attached hereto as EXHIBIT VII.7(A) are true and quarterly complete copies of the audited financial statements delivered (balance sheet, profit and loss statement and notes thereto together with a report thereon of the statutory auditor) of each of the Companies as well as, where applicable on a consolidated basis for each of the fiscal years ended on December 31, 2000, December 31, 2001 and December 31, 2002 (hereinafter collectively referred to as the "AUDITED FINANCIAL STATEMENTS"), except that the Audited Financial Statements for the fiscal year ended on December 31, 2002 will be attached hereto after the date hereof but prior to the Closing Date in substitution of those financial statements for the fiscal year ended on December 31, 2002 attached hereto which have not been audited. The Audited Financial Statements have been certified without qualification by the Credit Parties to Companies' statutory auditor and are completely accurate and sincere in accordance with the Agent Companies books and records. The Audited Financial Statements were prepared in accordance with the Accounting Principles consistently applied and French GAAP, and give a true and fair view (sont reguliers et sinceres et donnent une image fidele) of the financial position and results of operations of each of the Companies as of each such date and for the period then ended. (b) There are no off-balance sheet items (engagements hors bilan) or any Lender other indebtedness or liability, absolute or contingent, known or unknown (includingincluding any liabilities relating to factoring or credit-bail arrangements), without limitationwhich will not be fully accrued or provisioned for in the Audited Financial Statements. All legal or contractual employee pensions are adequately provisioned for in the Audited Financial Statements. Neither of the Companies is directly or indirectly liable upon or with respect to (by discount, all such financial statements delivered repurchase agreements or otherwise), or obligated in any other way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person, except endorsements in the ordinary course of business in connection with the Agent’s deposit of items for collection. (c) Neither of the Companies has granted any guaranty, charge or Lenders’ other real or personal security for its own liabilities and liabilities of any Person, including the Sellers. (d) Neither of the Companies has at any time within the past five (5) years suspended the payment of its debts as they fall due diligence and underwriting with respect to this transaction("cessation de paiements") or been declared in judicial liquidation ("liquidation judiciaire"), have or made an amicable settlement with its creditors ("reglement amiable"), or been prepared declared in accordance with GAAP judicial reorganization ("redressement judiciaire"), or been declared under the threat of any such proceedings. (e) There is no indebtedness of any kind, including any account advance or cash pooling agreement, existing or to be incurred on a consistent basis (or prior to the Closing Date payable by the Sellers to either of the Companies or their Affiliates or by either of the Companies to the Sellers or their Affiliates except for the absence Shareholders Debt to be repaid by the Companies at Closing as identified in EXHIBIT 0.1.4. (f) Except as set forth in EXHIBIT VII.7(F), there are no business transactions or other arrangements between the Sellers (and/or their Affiliates) and either of footnotes the Companies. (g) Except for the execution and subject delivery of this Agreement and the transactions to year-end audit adjustments as take place pursuant hereto on or prior to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x EntityClosing Date, since December 31, 20072002, there (i) neither of the Companies has taken any action of a type referred to in ARTICLE IX.1 below that would have required the consent of the Buyer if such action were to have been taken during the period between the date hereof and the Closing; and (ii) each of the Companies has conducted its business in the ordinary course consistent with past practice, and no change, situation, development or other event having or which will have a Material Adverse Occurrence. (b) All financial projections and certificates delivered by Effect has occurred. Neither the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, in the reasonable opinion Sellers nor each of the Credit PartiesCompanies knows or has reason to know of any change, were reasonable when made and reflectsituation, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and prospective development or other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually event which threatens or in the aggregate) would result in any material change in any of such projectionsmay threaten to have a Material Adverse Effect.

Financial Statements and Condition. (a) All annual Prior to the execution of this Agreement, Seller has made available to Purchaser true and quarterly financial statements delivered complete copies of the unaudited special-purpose statement of assets and liabilities of the PCS Business and the related unaudited special-purpose statement of revenues less direct and certain allocated expenses before income taxes for the fiscal years ended June 30, 2005 and 2006, including the notes thereto for the fiscal year ended June 30, 2005 (the “Unaudited Financial Statements”). Except as set forth in the notes thereto and as disclosed in Schedule 2.8, the Unaudited Financial Statements fairly present in all material respects the net assets of the PCS Business (other than the SIP Modules, Gen 5.5 Technology and Gen 6 Technology) and its revenue less direct and certain allocated expenses before taxes for the years ended June 30, 2005 and 2006, on the basis of accounting described in Note 1 (for the fiscal year ended June 30, 2005 attached thereto). Subject to Note 1 (for the fiscal year ended June 30, 2005), the Unaudited Financial Statements have been derived from the historical accounting records of the Seller and its Subsidiaries and reflect significant allocations and management’s estimates of the costs of goods and services provided to the PCS Business by the Credit Parties Seller and its Affiliates. The Unaudited Financial Statements (i) are not intended to the Agent or any Lender (including, without limitation, all such financial statements delivered be a presentation in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance conformity with GAAP on a consistent basis and (except for ii) do not necessarily represent the absence of footnotes net assets and subject to year-end audit adjustments as to the interim statements) revenues less direct and fairly present the financial condition certain allocated expenses before taxes of the Credit Parties PCS Business (not including the SIP Modules, Gen 5.5 Technology and their Subsidiaries Gen 6 Technology) had it been operated as at such dates and a separate legal entity. (b) No material revenues from any products identified in Section 12.1 as being excluded from the agreement of Seller not to compete are reflected in the results of their operations and changes operation of the PCS Business included in financial position the Unaudited Financial Statements or to be included in the Audited Financial Statements. (c) Except for the respective periods then ended. All monthly financial statements delivered by execution and delivery of this Agreement and the Credit Parties transactions to take place pursuant hereto on or prior to the Agent or any Lender (including, without limitation, all such financial statements delivered Closing Date and as disclosed in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x EntitySchedule 2.8, since June 30, 20072006 until the date hereof, there the PCS Business has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence. (b) All financial projections and certificates delivered by the Credit Parties to the Agent or any Lender (including, without limitation, operated in all such financial information delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, material respects in the reasonable opinion of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsordinary course.

Financial Statements and Condition. Full Disclosure. (a) All annual The Borrower has heretofore submitted to the Lender its consolidated and quarterly consolidating audited financial statements delivered by for the Credit Parties to Fiscal Year ended September 30, 1997, its Annual Report on Form 10-K for the Agent or any Lender (includingFiscal Year ended September 30, without limitation1997 and its Quarterly Report on Form 10-Q for the fiscal quarter ended on December 31, 1997. The Borrower represents that, except as disclosed therein, all of said financial information are true, complete and correct in all material respects as of such respective dates; that such financial information fairly presents the financial condition and the results of operations of the Borrower and its consolidated Subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of the Quarterly Reports on Form 10-Q, to changes resulting form normal year-end adjustments); that such financial statements delivered in connection with disclose all material liabilities, direct or contingent of the Agent’s or Lenders’ due diligence Borrower and underwriting with respect to this transaction), its consolidated Subsidiaries as of the dates hereof and the periods indicated; that such financial statements have been prepared in accordance with GAAP on a consistent basis (except for consistently maintained throughout the absence of footnotes periods involved; and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, that there has been no Material Adverse Occurrence material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and with respect to the Xxxxxxxxxx’x Entityits Subsidiaries, since December 31taken as a whole, 2007, there has been no Material Adverse Occurrencefrom that set forth in said financial statements. (b) All financial projections Except as set forth in Schedule 4.12 hereto, upon consummation of the transactions contemplated under the Loan Documents, the Borrower will not have any outstanding Debt other than the obligations and certificates delivered by indebtedness under this Agreement and the Credit Parties to the Agent or any Lender (including, without limitation, all such financial information delivered in connection with the Agent’s or Lenders’ due diligence other Loan Documents and underwriting with respect to this transaction) have been prepared in good faith, based on assumptions which, trade debt incurred in the reasonable opinion ordinary course of the Credit Parties, were reasonable when made and reflect, in the reasonable opinion of the Credit Parties, reasonable estimates of the results of operation and other information projected therein. To the knowledge of the Credit Parties, no facts exist that (individually or in the aggregate) would result in any material change in any of such projectionsits business.