Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent audited consolidated balance sheets of Xxxxxxx, its Subsidiaries and such other Persons described therein as of December 29, 2012, and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flowschanges in stockholder’s equity, and changes in stockholders equity cash flow for the Borrower and its consolidated Subsidiaries as of November 30annual period ended on such date, 2002, and for the Fiscal Year then ended, all accompanied by the report reports thereon of the Borrower’s containing opinions without qualification by independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements copies of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such accountants concur) and present accurately and fairly in all material respects the financial position of the Borrower Xxxxxxx and its consolidated Subsidiaries at such date and the results of their operations for such annual period. Since December 29, 2012 there has been no change in the condition, financial or otherwise, of Xxxxxxx and its Subsidiaries as shown on the consolidated balance sheet as of such date that could reasonably be expected to have a “Company Material Adverse Effect” as defined in the Purchase Agreement. The twelve-month cash flow and balance sheet projections of Topco and its Subsidiaries, copies of which have been delivered to the Agent prior to the Closing Date (the “Projections”) have been prepared by Borrower in light of the past operations of the Loan Parties and their Subsidiaries’ business, but including future payments of known contingent liabilities reflected on the Pro Forma Balance Sheet. The Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower at the dates thereof and their results time made and, as of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Closing Date, reflect Borrower’s best estimate good faith and reasonable estimates of the future financial performance of the Loan Parties and their Subsidiaries and of the other information projected therein for the period set forth therein (it being acknowledged by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may materially differ from the projected results). The Pro Forma Balance Sheet delivered to Agent on the date hereof was prepared by Borrower giving pro forma effect to the Transactions and was based on (a) the unaudited consolidated balance sheets of the Loan Parties (other than Holdings and Xxxxxxx) and their Subsidiaries dated March 31, 2013 and (b) the unaudited consolidated balance sheets of Xxxxxxx and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth thereindated March 31, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders2013. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Borrowers have delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries Consolidated Applica Parties as of November June 30, 20022007, and for the Fiscal Year six months then ended, accompanied by the report thereon of the Borrower’s Borrowers’ independent certified public accountants, Ernst & YoungGxxxx Xxxxxxxx LLP. The Borrower has Borrowers have also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30Consolidated Applica Parties as of October 31, 20032007. Such financial statements are attached hereto as Exhibit C. All such financial statements Financial Statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries Consolidated Applica Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Borrowers have delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Consolidated Salton Parties as of June 30, 2007, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrowers’ independent certified public accountants, Gxxxx Xxxxxxxx LLP. The Borrowers have also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income for the Consolidated Salton Parties as of October 31, 2007. All such Financial Statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Consolidated Salton entities as at the dates thereof and their results of operations for the periods then ended. (c) The Latest Projections when submitted to the Lenders Agent as required herein represent the Borrower’s best Loan Parties’ good faith estimate of the future financial performance of the Borrower and its consolidated Subsidiaries Loan Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders; provided, however, it being recognized by Agent and Lenders that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections will likely differ from the projected results. (cd) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly All Financial Statements hereafter delivered to Agent and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been Lenders pursuant to this Agreement shall be prepared in accordance with GAAPGAAP and fairly present the financial positions and results of operations of the Persons described therein at the dates and for the periods indicated.

Financial Statements and Projections. All Financial Statements concerning Holdings and its Subsidiaries which have been or will hereafter be furnished to Agent pursuant to this Agreement, including those listed below, have been or will be prepared in accordance with GAAP consistently applied and do or will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year-end adjustments. (a) The Borrower has delivered to the Agent consolidated balance sheets at December 31, 2006 and the Lenders the audited balance sheet and related statements statement of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower income of Holdings and its consolidated Subsidiaries as of November 30Subsidiaries, 2002, and for the Fiscal Year then ended, accompanied audited by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedPriceWaterhouseCoopers. (b) The Latest consolidated balance sheet at May 31, 2007 and the related statement of income of Holdings and its Subsidiaries for the five (5) months then ended. (c) The Projections when submitted delivered on or prior to the Lenders Closing Date and the updated Projections delivered pursuant to Section 6.2(h) represent and will represent as required herein represent of the date thereof the good faith estimate of Borrower and its senior management concerning the anticipated course of its business. The Projections are and shall be based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable and fair in light of current conditions and current facts known to Borrower and, as of the Closing Date, reflect or, after the Closing Date, will reflect Borrower’s best estimate good faith and reasonable estimates of the future financial performance of the Borrower and its consolidated Subsidiaries and of the other information projected therein for the periods period set forth therein. The Latest therein (it being understood that all such Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair will be subject to uncertainties and reasonable in light of current contingencies and reasonably foreseeable business conditions at the time submitted to the Lendersthat no representation is given that any particular projection will be realized). (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered pro-forma balance sheet of each of the Credit Parties dated as of August 31, 2012 (collectively, the “Pro Forma Balance Sheet”) furnished to the Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement, the Acquisition Documents, the Equity Raise Documents, the Working Capital Agreement and the Lenders other Transaction Documents (all such transactions, collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of the Credit Parties as of the Closing Date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by an Authorized Officer of each Credit Party. (b) The twelve-month cash flow projections of each of the Credit Parties and their projected balance sheet as of the Closing Date, copies of which are annexed hereto as Exhibit J (collectively, the “Projections”) were prepared by an Authorized Officer of the Credit Parties in good faith, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Credit Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The Projections, together with the Pro Forma Balance Sheet, are referred to as the “Pro Forma Financial Statements”. (c) The (i) audited balance sheet of each of the Credit Parties as of December 31, 2011, the related statements of income, cash flows and changes in stockholder’s deficit for the fiscal year ended on such date, and (ii) the unaudited interim financial statements of each of the Credit Parties for the eight (8) month period ended August 31 2012, including a balance sheet as of such date and related statements of income, retained earnings, cash flows, changes in stockholder’s equity and changes in stockholders equity cash flow for the Borrower and its consolidated Subsidiaries as such period, copies of November 30, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also which have been delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP GAAP, consistently applied (other than except for monthly cash flow statements changes in application in which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing DateCredit Parties’ independent certified public accountants concur, and except for normal year-end adjustments and footnote presentations) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as Credit Parties at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been results of their operations for such dateperiods (the “Unaudited Financial Statements”). To the best of each Credit Party’s knowledge, and since the last day of such Credit Party’s most recently ended fiscal year, there has been prepared no material changes in accordance with GAAPthe condition, financial or otherwise, of the Credit Parties and their respective Subsidiaries, on a Consolidated Basis, shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by the Credit Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30June 24, 20022001, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst & YoungYoung LLP. The Borrower Parent has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of September 25, 20032001. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers' best estimate of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Parent as at February 28September 25, 20032001, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Borrowers' financial condition as at such date as if after giving effect to the transactions contemplated by the Loan Documents hereby and the Senior Note Documents had occurred on such date and assuming the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Borrowers have delivered to the Agent and the Lenders the audited pro forma balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 2002, and 2001 (which pro forma was based on the audited financial statements for the such Fiscal Year then endedof Coltec and its consolidated Subsidiaries, which was accompanied by the report thereon of the such Borrower’s 's independent certified public accountants, Ernst & Young). The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Dateextent applicable) and present accurately and fairly in all material respects on a pro forma basis the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when as of the date submitted to the Lenders as required herein represent the Borrower’s Borrowers' best estimate of the future financial performance of the Borrower Borrowers and its their respective consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The Borrowers have delivered the pro forma balance sheet and related pro forma statement of income, retained earnings, and cash flows for the Borrower Parent and its consolidated Subsidiaries as at February 28May 31, 20032002, attached hereto as Exhibit CB, presents and such financial statements have been prepared in accordance with GAAP (to the extent applicable) and present accurately and fairly and accurately the Borrower’s Parent's financial condition on a pro forma basis as at such date as if after giving effect to the transactions contemplated by the Loan Documents and Spinoff (assuming the Senior Note Documents Spinoff had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP).

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30February 1, 20022003, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of August 2, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared subject to, in a manner consistent with the unaudited cash flow statements delivered to Agent prior to case of the Closing Dateinterim financial statements, full footnote disclosure and year and audit adjustments) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of Exhibit L to the Borrower Existing Credit Agreement presents accurately and fairly in all material respects the information set forth therein as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPdates thereof.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related consolidated financial statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022014 and December 31, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been 2015 (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Dateii) and fairly present accurately and fairly in all material respects the financial position condition of the Borrower Parent and its consolidated Subsidiaries as at of the dates thereof and their results of operations for the periods then endedcovered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the periods covered thereby. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have Since December 31, 2015, there has been prepared on the basis of the assumptions set forth therein, no event or circumstance which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lendershas or has had a Material Adverse Effect. (c) On the date hereof, and after giving effect to all Loans made or Letters of Credit issued on the date hereof, the use of proceeds thereof and the Target Transaction, Borrower is, and the Loan Parties on a consolidated basis are, Solvent. (d) The pro pro-forma balance sheet of Borrower dated as of September 30, 2016 (the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately “Pro Forma Balance Sheet”) furnished to Administrative Agent prior to the Borrower’s financial condition as at such date as if Closing Date reflects the consummation of the transactions contemplated by under this Agreement and the other Loan Documents, the Target Acquisition Documents and the Senior Note Subordinated Debt Documents had occurred on (all such date transactions, collectively, the “Transactions”) and is accurate, complete and correct in all material respects and fairly reflects the financial condition of Borrower as of the Closing Date had been such date, and after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by a Senior Officer of Borrower. (e) The twelve-month cash flow projections of Borrower and its projected balance sheet as of the Closing Date, copies of which are annexed hereto as Schedule 5.11 (collectively, the “Projections”) were prepared by a Senior Officer of Borrower in accordance with GAAPgood faith, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrower’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20021997, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower Parent has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of March 31, 20031998. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (subject to year end adjustments in the case of the unaudited balance sheet and related statements of income and cash flows as of March 31, 1998). (b) The Latest Projections when submitted to the Lenders as required herein represent (or when prepared with respect to the Latest Projections dated November 13, 1997) represented the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are believed were fair and reasonable in light of the then current and reasonably foreseeable business conditions at the time submitted to the Lenders. Lender (c) The pro forma balance sheet it being understood that the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPthat no assurance can be given that the projections will be realized).

Financial Statements and Projections. (a) The Quarterly Financial Statements(b) . As soon as available and in any event within sixty (60) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, unaudited consolidated balance sheets of the Borrower has delivered to and its consolidated Subsidiaries, as of the Agent close of such fiscal quarter and the Lenders the audited balance sheet and related unaudited consolidated statements of income, retained earnings, earnings and cash flows, flows for the fiscal quarter then ended and changes in stockholders equity that portion of the Fiscal Year then ended for the Borrower and its consolidated Subsidiaries Subsidiaries, including, without limitation, the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by an Authorized Officer to present fairly in all material respects the financial condition of the Borrower and its consolidated Subsidiaries, and the results of operations of the Borrower and its consolidated Subsidiaries, for the periods then ended, subject to normal year end adjustments. (b) Annual Financial Statements(c) . As soon as available and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries, as of November 30the close of such Fiscal Year and audited consolidated statements of income, 2002retained earnings and cash flows of the Borrower and its consolidated Subsidiaries, and for the Fiscal Year then ended, accompanied including, without limitation, the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by the report thereon of the Borrower’s an independent certified public accountants, Ernst & Young. The Borrower has also delivered accounting firm acceptable to the Agent in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operation of any change in the application of accounting principles and practices during the Lenders year, and accompanied by a report thereon by such certified public accountants that is not qualified with respect to scope limitations imposed by the unaudited balance sheet Borrower and related statements of income and cash flows for its consolidated Subsidiaries, or with respect to accounting principles followed by the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared not in accordance with GAAP.

Financial Statements and Projections. (ai) The Borrower has delivered to As soon as practicable and in any event within sixty (60) days after the Agent and the Lenders the audited end of each Fiscal Quarter, an unaudited Consolidated balance sheet of the Borrower and related its Subsidiaries as of the close of such Fiscal Quarter and unaudited Consolidated condensed statements of income, retained earningsearnings and cash flows for the Fiscal Quarter then ended and that portion of the Fiscal Year then ended, cash flowsincluding the condensed notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and changes certified by the chief financial officer or treasurer of the Borrower to present fairly in stockholders equity for all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of November 30their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective periods then ended, 2002subject to normal year end adjustments. (ii) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows for the Fiscal Year then ended, accompanied by including the report thereon of notes thereto, all in reasonable detail setting forth in comparative form the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows corresponding figures for the Borrower preceding Fiscal Year and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with and, if applicable, containing disclosure of the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects effect on the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their or results of operations for of any change in the periods then ended. (b) The Latest Projections when submitted application of accounting principles and practices during the year, and accompanied by an opinion thereon from KPMG Peat Marwick or other nationally-recognized independent public accounting firm acceptable to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of Administrative Agent that is not qualified with respect to scope limitations imposed by the Borrower and or any of its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which or with respect to accounting principles followed by the Borrower believes are fair and reasonable in light or any of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared its Subsidiaries not in accordance with GAAP. (iii) To the extent not delivered pursuant to clause (i) or (ii) of this Section 5.01(a), promptly but in any event within ten (10) Domestic Business Days after the filing thereof, a copy of (A) each report or other filing made by the Borrower or its Subsidiaries with the SEC and required by the SEC to be delivered to the shareholders of the Borrower, and (B) each report made by the Borrower or any of its Subsidiaries to the SEC on Form 8-K and each final registration statement of the Borrower or any of its Subsidiaries filed with the SEC other than on Form S-8. (iv) Such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries as the Administrative Agent or any Bank may reasonably request.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flowschanges in financial position, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries for the Fiscal Year ended as of November 30September 24, 20021995 and September 29, 1996, and for the Fiscal Year then endedSeller for the fiscal year ended December 31, 1994 and December 31, 1995 and the nine-month period ended September 29, 1996, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungYoung LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c) The pro forma balance sheet of the Borrower and LDM Canada as at February 28, 2003the Closing Date, attached hereto as Exhibit CB, presents fairly and accurately the Borrower’s 's and LDM Canada's financial condition as at such date as if assuming the transactions contemplated by this Agreement, the Loan Documents Indenture and the Senior Note Documents had Molmec Acquisition Agreement occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has There have been delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022000, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst & Young, LLP. The Borrower There has also been delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of December 31, 20032001. Such financial statements are attached hereto as Exhibit C. All such financial statements Financial Statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections Projections, heretofore submitted to the Lenders or when submitted to the Lenders as required herein represent herein, have represented, or will represent, as the Borrower’s case may be, the Parent's best estimate at the time such projections were or are presented of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth thereintherein in all material respects. The Latest Projections Projections, heretofore submitted to the Lenders or when submitted to the Lenders as required herein, have been prepared or will be prepared, as the case may be, on the basis of the assumptions set forth therein, which at the Borrower time such projections were or are presented the Parent believes are fair and reasonable in light of then current and reasonably foreseeable business conditions at the time submitted to the Lendersconditions. (c) The pro forma balance sheet of the Borrower Parent and its consolidated Subsidiaries as at February 28of December 31, 20032001, attached hereto as Exhibit Cheretofore submitted to the Lenders, presents fairly and accurately the Borrower’s financial condition of the Parent and its consolidated Subsidiaries as at such date after giving effect to the Acquisition as if the transactions contemplated by the Loan Documents and the Senior Note Documents Acquisition had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPno material adjustments to such balance sheet shall be made as a result of the audit of the Financial Statements of the Parent and its consolidated Subsidiaries as of and for the Fiscal Year ended December 31, 2001.

Financial Statements and Projections. (ai) The Borrower audited consolidated balance sheets of the Parent Guarantor and its consolidated Subsidiaries and of Quench as at December 31, 2013, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, and the unaudited consolidated and consolidating (i.e., separately prepared for (1) the Parent Guarantor and the Restricted Subsidiaries and (2) the Unrestricted Subsidiaries) balance sheets of the Parent Guarantor and its Subsidiaries as at December 31, 2014 and March 31, 2015, and the related consolidated and consolidating (i.e., separately prepared for (1) the Parent Guarantor and the Restricted Subsidiaries and (2) the Unrestricted Subsidiaries) statements of income, shareholders’ equity and cash flows, for the fiscal year then ended, are complete and correct and fairly present in all material respects the financial condition of the Parent Guarantor and its Subsidiaries as at such dates and the results of operations of the Parent Guarantor and its Subsidiaries for the periods covered by such statements, in each case in accordance with GAAP consistently applied, subject, in the case of the December 31, 2014 financial statements, to normal year-end adjustments, income tax provision related entries and the absence of notes. (ii) Since December 31, 2013 (or, following the date of delivery of audited financial statements in compliance with Section 9.01(b), the fiscal year end of such most recently provided financial statements), there has been no Material Adverse Effect. All financial projections and forecasts delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached pursuant hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the BorrowerParent Guarantor’s best estimate of the estimates and assumptions as to future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth thereinperformance, which the Borrower Parent Guarantor believes are to be fair and reasonable as of the time made in the light of current and reasonably foreseeable business conditions, it being acknowledged and agreed by Agent and Lenders that uncertainty is inherent in any forecasts or projections, projections as to future events or conditions at are not to be viewed as facts and that the time submitted to actual results during the Lendersperiod or periods covered by such projections may differ from the projected results and such differences may be material. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Loan Parties have delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, flows and changes in stockholders partners' equity for the Borrower Foamex and its consolidated Subsidiaries as of November 30December 29, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Loan Parties' independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower has Loan Parties have also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Foamex and its consolidated Subsidiaries for the month ending April 30as of June 29, 2003. Such financial statements are attached hereto as Exhibit C. Schedule II. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared subject, in a manner consistent with the unaudited cash flow statements delivered case of the interim financial statements, to Agent prior to the Closing Datenormal year-end audit adjustments) and present accurately and fairly in all material respects the financial position of the Borrower Foamex and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best Loan Parties' good faith estimate of the future financial performance of the Borrower Foamex and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower such Loan Party believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Foamex and its consolidated Subsidiaries as at February 28June 29, 2003, 2003 attached hereto as Exhibit CSchedule II, presents fairly and accurately the Borrower’s Loan Parties' financial condition as at such date after giving effect to the (i) Term Loans and Working Capital Obligations to be made on the Closing Date and the use of proceeds thereof and (ii) payment of fees and expenses in connection with the foregoing as if the transactions contemplated by the Loan Documents and the Senior Note Documents they had occurred on such date and the Closing Date had been such date, and such balance sheet has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30, 20022006, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30March 31, 20032007. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Borrowers and its consolidated Subsidiaries the other Consolidated Parties as of November 30December 31, 20022005, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Borrowers’ independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Borrowers and its consolidated Subsidiaries for the month ending April Consolidated Parties as of June 30, 20032006, prepared by Deloitte & Touche LLP. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Borrowers and its consolidated Subsidiaries the other Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers’ best estimate of the future financial performance of the Borrower Borrowers and its consolidated Subsidiaries the other Consolidated Parties for the periods set forth therein. The Latest Projections as of the Closing Date are attached hereto as Exhibit B-2. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the each Borrower as at February 28June 30, 20032006, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s such Borrowers’ financial condition as at such date after giving pro forma effect to the Bradson Acquisition as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and of the Closing Date had been such dateDate, and has been prepared substantially in accordance with GAAP.

Financial Statements and Projections. (ai) The Borrower has delivered to As soon as practicable and in any event within sixty (60) days after the Agent and the Lenders the audited end of each Fiscal Quarter, an unaudited Consolidated balance sheet of the Borrower and related its Consolidated Subsidiaries as of the close of such Fiscal Quarter and unaudited Consolidated condensed statements of income, retained earningsearnings and cash flows for the Fiscal Quarter then ended and that portion of the Fiscal Year then ended, cash flowsincluding the condensed notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures for the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and changes certified by the chief financial officer or treasurer of the Borrower to present fairly in stockholders equity for all material respects the financial condition of the Borrower and its consolidated Consolidated Subsidiaries as of November 30their respective dates and the results of operations of the Borrower and its Consolidated Subsidiaries for the respective periods then ended, 2002subject to normal year end adjustments. (ii) As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year, an audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows for the Fiscal Year then ended, accompanied by including the report thereon of notes thereto, all in reasonable detail setting forth in comparative form the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows corresponding figures for the Borrower preceding Fiscal Year and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with and, if applicable, containing disclosure of the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects effect on the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their or results of operations for of any change in the periods then ended. (b) The Latest Projections when submitted application of accounting principles and practices during the year, and accompanied by an opinion thereon from KPMG Peat Marwick or other nationally-recognized independent public accounting firm acceptable to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of Administrative Agent that is not qualified with respect to scope limitations imposed by the Borrower and or any of its consolidated Consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which or with respect to accounting principles followed by the Borrower believes are fair and reasonable in light or any of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared its Consolidated Subsidiaries not in accordance with GAAP. (iii) To the extent not delivered pursuant to clause (i) or (ii) of this Section 5.01(a), promptly but in any event within ten (10) Domestic Business Days after the filing thereof, a copy of (A) each report or other filing made by the Borrower or its Consolidated Subsidiaries with the SEC and required by the SEC to be delivered to the shareholders of the Borrower, and (B) each report made by the Borrower or any of its Consolidated Subsidiaries to the SEC on Form 8-K and each final registration statement of the Borrower or any of its Consolidated Subsidiaries filed with the SEC other than on Form S-8. (iv) Such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Consolidated Subsidiaries as the Administrative Agent or any Bank may reasonably request.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November September 30, 20022001, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of February 24, 20032002. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent than, with the unaudited cash flow statements delivered to Agent prior respect to the Closing Dateinterim financial statements, the absence of footnotes and being subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (ba) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's reasonable best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (cb) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, the first fiscal month end following the Closing Date required to be delivered to the Agent pursuant to Section 7.2(l) presents fairly and accurately in all material respects the Borrower’s 's financial condition as at such that date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred herein to occur on such date and the Closing Date had been such dateDate, and has been prepared in accordance with GAAPGAAP (subject to the absence of footnotes and normal year-end adjustments). The foregoing representation and warranty in this clause (c) shall not be made by the Borrower and Parent until such balance sheet is delivered to the Agent.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30September 26, 20021999, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of March 26, 20032000. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent than, with the unaudited cash flow statements delivered to Agent prior respect to the Closing Dateinterim financial statements, the absence of footnotes and being subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's reasonable best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, the first fiscal month end following the Closing Date required to be delivered to the Agent pursuant to Section 7.2(l) presents fairly and accurately in all material respects the Borrower’s 's financial condition as at such that date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred herein to occur on such date and the Closing Date had been such dateDate, and has been prepared in accordance with GAAPGAAP (subject to the absence of footnotes and normal year-end adjustments). The foregoing representation and warranty in this clause (c) shall not be made by the Borrower and Parent until such balance sheet is delivered to the Agent.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flowschanges in financial position, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30, 2002, and for the Fiscal Year then endedended as of September 28, 1997 and for Huron Plastics Group, Inc. for the fiscal year ended December 31, 1995 and December 31, 1996 and the nine-month period ended September 30, 1997, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungYoung LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c) The pro forma balance sheet of the Borrower and LDM Canada as at February 28, 2003the Closing Date, attached hereto as Exhibit CD, presents fairly and accurately the Borrower’s 's and LDM Canada's financial condition as at such date as if assuming the transactions contemplated by the Loan Documents and the Senior Note Documents had Transaction occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered furnished to the Agent and the Lenders the an audited balance sheet of the Holding Company and related statements of income, retained earnings, cash flowsits Subsidiaries as at the Balance Sheet Date, and changes in stockholders equity a statement of income of the Holding Company and its Subsidiaries, on a consolidated basis, for the Borrower fiscal year ended on December 31, 2009, and its consolidated Subsidiaries a related statement of cash flows as of November 30such date as audited by its accountant, 2002CCR, and for the Fiscal Year then endedLLP. Such balance sheet, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements statement of income and statement of cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately generally accepted accounting principles and fairly present, in all material respects respects, the financial position condition of the Borrower Holding Company and its consolidated Subsidiaries as at the dates close of business on the date thereof and their the results of operations for the period then ended (subject to the lack of footnotes and year-end adjustments). To the knowledge of the Borrower, there are no contingent liabilities of the Holding Company and its Subsidiaries as of such date involving material amounts, which were not disclosed in such balance sheet and the notes related thereto other than (a) liabilities incurred in the ordinary course of business since the Balance Sheet Date and (b) executory obligations under contracts which are not required to be disclosed in such financial statements in accordance with GAAP. The Borrower has also furnished to the Agent an unaudited, balance sheet of the Borrower, as at April 30, 2010 and a statement of income of the Holding Company and its Subsidiaries on a consolidated basis, for the period and a related statement of cash flows as of such date, all prepared in good faith and such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Holding Company and its Subsidiaries as of such date and for such periods then endedin accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes and other than (a) liabilities incurred in the ordinary course of business since the Balance Sheet Date and (b) executory obligations under contracts which are not required to be disclosed in such financial statements in accordance with GAAP. To the knowledge of the Borrower, except as fully reflected in such financial statements, there are no material liabilities or obligations with respect to the Holding Company or any of its Subsidiaries on a consolidated basis, of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate projections of the future financial performance annual operating budgets of the Borrower and its Subsidiaries on a consolidated Subsidiaries for basis, balance sheets and cash flow statements through the periods set forth thereinBorrower's fiscal year ending December 31, 2013, copies of which the Borrower has delivered to the Agent, disclose all material assumptions made with respect to general economic, financial and market conditions used in formulating such projections. To the knowledge of the Borrower, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections. The Latest Projections projections are based upon reasonable estimates and assumptions, have been prepared on the basis of the assumptions set forth therein, which stated therein and reflect the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet estimates of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly results of operations and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents other information projected therein. The projections delivered to Agent are not guarantees of performance and the Senior Note Documents had occurred on failure to achieve any such date and the Closing Date had been such date, and has been prepared in accordance with GAAPprojections shall not by itself constitute an Event of Default.

Financial Statements and Projections. (a) The Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022001, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Borrowers’ independent certified public accountants, Ernst & YoungPriceWaterhouseCoopers. The Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of March 31, 20032002. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared subject to normal year-end adjustments in a manner consistent with the case of the unaudited cash flow statements delivered to Agent prior to the Closing Datefinancial statements) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers’ best estimate of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections therein and have been prepared on the basis of the assumptions set forth therein, which the such Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLenders (it being understood that forecasts and forward looking statements are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control and that no guarantee can be given that the Latest Projections will be realized). (c) The pro forma balance sheet of the Borrower Borrowers as at February 28April 30, 2003, 2002 attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Borrowers’ financial condition as at such date after giving effect to the (i) equity issuance by the Parent pursuant to the Equity Agreements, (ii) Loans to be made on the Closing Date and the use of proceeds thereof and (iii) payment of fees and expenses in connection with the foregoing as if the transactions contemplated by the Loan Documents and the Senior Note Documents they had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered the following to the Agent and the Lenders Agent: (i) the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30December 31, 20022004, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent ; and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April as of September 30, 20032004. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28December 31, 20032005, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if after giving effect to the transactions contemplated by this Agreement as if the Loan Documents and the Senior Note Documents closing of such transactions had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (ai) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries Company Balance Sheet as of November 30March 31, 2002, 2002 is complete and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent correct and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and presents fairly in all material respects the consolidated financial position condition of the Borrower Company and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents this Agreement and the Senior Note other Transaction Documents had occurred on immediately prior to such date. (ii) The HSM Balance Sheet as of March 31, 2002 is complete and correct and presents fairly in all material respects the financial condition of HSM as of such date as if the transactions contemplated by this Agreement and the Closing Date other Transaction Documents had been occurred immediately prior to such date. (iii) The Company Projections are a true, correct and complete copy of the latest projections of the consolidated income, balance sheet and cash flows of the Company and its Subsidiaries for the six fiscal years ending through March 31, 2008. The Company Projections are based on, and has have been prepared on the basis of, the assumptions of the Company and its Subsidiaries set forth therein, which assumptions are fair and reasonable in accordance with GAAPlight of the historical financial performance of the Company and its Subsidiaries and of current and reasonably foreseeable business conditions and reflect the reasonable estimate of the Company and its Subsidiaries of the results of operations and other information projected therein. The Company and its Subsidiaries are not aware of any facts or conditions which would cause them to believe that the financial results set forth in the projections will not be achievable. (iv) The HSM Projections are a true, correct and complete copy of the latest projections of the income, balance sheet and cash flows of HSM for the six fiscal years ending through March 31, 2008. The HSM Projections are based on, and have been prepared on the basis of, the assumptions of HSM set forth therein, which assumptions are fair and reasonable in light of the historical financial performance of HSM and of current and reasonably foreseeable business conditions and reflect the reasonable estimate of HSM of the results of operations and other information projected therein. HSM is not aware of any facts or conditions which would cause it to believe that the financial results set forth in the projections will not be achievable.

Financial Statements and Projections. (a) The Borrower Representative has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for (x) the Borrower Representative and its consolidated Subsidiaries as of November 30, 20022009, and for the Fiscal Year then ended, accompanied by the report thereon of the BorrowerBorrower Representative’s independent certified public accountants, Ernst & YoungYoung and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009. The Borrower Representative has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for (x) the Borrower Representative and its consolidated Subsidiaries for the month ending April September 30, 20032010 and (y) the Acquired Business and its Subsidiaries for the fiscal quarter of the Acquired Business ended June 30, 2010. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Representative and its consolidated Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers’ best estimate of the future financial performance of the Borrower Representative and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered furnished to the Agent and the Lenders the an audited balance sheet of the Holding Company and related statements of income, retained earnings, cash flowsits Subsidiaries as at the Balance Sheet Date, and changes in stockholders equity a statement of income of the Holding Company and its Subsidiaries, on a consolidated basis, for the Borrower fiscal year ended on December 31, 2009, and its consolidated Subsidiaries a related statement of cash flows as of November 30such date as audited by its accountant, 2002CCR LLP. Such balance sheet, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements statement of income and statement of cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately generally accepted accounting principles and fairly present, in all material respects respects, the financial position condition of the Borrower Holding Company and its consolidated Subsidiaries as at the dates close of business on the date thereof and their the results of operations for the period then ended (subject to the lack of footnotes and year-end adjustments). To the knowledge of the Borrower, there are no contingent liabilities of the Holding Company and its Subsidiaries as of such date involving material amounts, which were not disclosed in such balance sheet and the notes related thereto other than (a) liabilities incurred in the ordinary course of business since the Balance Sheet Date and (b) executory obligations under contracts which are not required to be disclosed in such financial statements in accordance with GAAP. The Borrower has also furnished to the Agent an unaudited, balance sheet of the Borrower, as at April 30, 2010 and a statement of income of the Holding Company and its Subsidiaries on a consolidated basis, for the period and a related statement of cash flows as of such date, all prepared in good faith and such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Holding Company and its Subsidiaries as of such date and for such periods then endedin accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes and other than (a) liabilities incurred in the ordinary course of business since the Balance Sheet Date and (b) executory obligations under contracts which are not required to be disclosed in such financial statements in accordance with GAAP. To the knowledge of the Borrower, except as fully reflected in such financial statements, there are no material liabilities or obligations with respect to the Holding Company or any of its Subsidiaries on a consolidated basis, of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate projections of the future financial performance annual operating budgets of the Borrower and its Subsidiaries on a consolidated Subsidiaries for basis, balance sheets and cash flow statements through the periods set forth thereinBorrower’s fiscal year ending December 31, 2013, copies of which the Borrower has delivered to the Agent, disclose all material assumptions made with respect to general economic, financial and market conditions used in formulating such projections. To the knowledge of the Borrower, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections. The Latest Projections projections are based upon reasonable estimates and assumptions, have been prepared on the basis of the assumptions set forth therein, which stated therein and reflect the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet estimates of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly results of operations and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents other information projected therein. The projections delivered to Agent are not guarantees of performance and the Senior Note Documents had occurred on failure to achieve any such date and the Closing Date had been such date, and has been prepared in accordance with GAAPprojections shall not by itself constitute an Event of Default.

Financial Statements and Projections. (a) The Borrower Fleetwood has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Fleetwood and its consolidated Subsidiaries as of November 30April 29, 20022000, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s its independent certified public accountants, Ernst & YoungXxxxxx Xxxxxxxx. The Borrower Fleetwood has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Fleetwood and its consolidated Subsidiaries for as of the month Fiscal Quarter ending April 30January 28, 20032001. Such financial statements are attached hereto as Exhibit EXHIBIT C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Fleetwood and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject in the case of the unaudited statements to normal year end audit adjustments and to the omission of footnotes required by GAAP. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best good faith estimate by the Borrowers of the future financial performance of the Borrower Fleetwood and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Fleetwood and its Subsidiaries as at February 28April 29, 20032001, attached hereto as Exhibit EXHIBIT C, presents fairly and accurately the Borrower’s financial condition of Fleetwood and its Subsidiaries as at such date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents as if such transactions had occurred on such date and the Closing Initial Funding Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Borrowers have delivered to the Agent and the Lenders Lender the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders stockholders' equity for the Borrower Cerprobe and its consolidated Subsidiaries as of November 30December 31, 20021995, 1996, 1997, 1998, and for the Fiscal Year Years then ended, accompanied by the report thereon of the Borrower’s Cerprobe's independent certified public accountants, Ernst KPMG Peat Marwick and the unaudited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders' equity for Oz and its consolidated Subsidiaries as of December 31, 1997 and 1998, and for the Fiscal Years then ended, accompanied by the report on the December 31, 1998 balance sheet of Oz's certified public accountants, Franx, Xxmexxxx & YoungXo. The Borrower has Borrowers have also delivered to the Agent and the Lenders Lender the unaudited balance sheet sheets and related statements of income and cash flows for the Borrower Cerprobe and its consolidated Subsidiaries and for the month ending April Oz and its consolidated Subsidiaries, each as of September 30, 20031999. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Cerprobe and its consolidated Subsidiaries and Oz and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders Lender as required herein represent the Borrower’s Borrowers' best estimate of the future financial performance of the Borrower Cerprobe and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c) The pro forma balance sheet of the Borrower Borrowers as at February 28September 30, 20031999, attached hereto as Exhibit CF, presents fairly and accurately in all material respects the Borrower’s Borrowers' financial condition as at such date after giving effect to the Acquisition as if the transactions contemplated by the Loan Documents and the Senior Note Documents it had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has Loan Parties have delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, flows and changes in stockholders partners' equity for the Borrower Foamex and its consolidated Subsidiaries as of November 30December 29, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Loan Parties' independent certified public accountants, Ernst Deloitte & YoungTouche LLP. The Borrower has Loan Parties have also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Foamex and its consolidated Subsidiaries for the month ending April 30as of June 29, 2003. Such financial statements are attached hereto as Exhibit C. Schedule II. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared subject, in a manner consistent with the unaudited cash flow statements delivered case of the interim financial statements, to Agent prior to the Closing Datenormal year-end audit adjustments) and present accurately and fairly in all material respects the financial position of the Borrower Foamex and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best Loan Parties' good faith estimate of the future financial performance of the Borrower Foamex and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower such Loan Party believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Foamex and its consolidated Subsidiaries as at February 28June 29, 2003, 2003 attached hereto as Exhibit CSchedule II, presents fairly and accurately the Borrower’s Loan Parties' financial condition as at such date after giving effect to the (i) Loans to be made on the Closing Date and the use of proceeds thereof and (ii) payment of fees and expenses in connection with the foregoing as if the transactions contemplated by the Loan Documents and the Senior Note Documents they had occurred on such date and the Closing Date had been such date, and such balance sheet has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30June 1, 20022001, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst Deloitte & YoungTouche, LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of August 31, 20032001. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best 's good faith and reasonable estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections constitute forward-looking statements that are by their nature subject to risks and uncertainties that could cause actual results to vary materially from those estimated. These risks and uncertainties are discussed in greater detail in the Borrower's periodic filings with the SEC. The Latest Projections have been prepared based on the basis of the good faith assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) . The pro forma balance sheet of Latest Projections delivered to the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents Agent and the Senior Note Documents had occurred Lenders on such date and or before the Closing Date had been such datewere not reviewed or approved by Borrower's executive management, and has been prepared in accordance with GAAPBoard of Directors, or auditors.

Financial Statements and Projections. (a) The Borrower Representative has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Company and its consolidated Subsidiaries as of November 30December 31, 2002, 1999 and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Company's independent certified public accountants, Ernst & YoungXxxxxx Xxxxxxxx LLP. The Borrower Representative has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Company and its consolidated Subsidiaries for the month ending April as of September 30, 20032000. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than except for monthly cash flow statements which have been prepared the absence of footnotes in a manner consistent with the case of the foregoing unaudited cash flow statements delivered to Agent prior to the Closing Datefinancial statements) and present accurately and fairly in all material respects the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as at the dates thereof and their the consolidated results of operations of the Company and its consolidated Subsidiaries for the periods then ended, subject to normal year-end adjustments. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best Borrowers' good faith estimate of the future financial performance of the Borrower Company and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c, it being understood that nothing contained in this Section 6.5(b) The pro forma balance sheet shall constitute a representation or warranty of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately future financial performance or results of operations of the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPCompany or any of its Subsidiaries.

Financial Statements and Projections. (aA) The Borrower has Borrowers have delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries Consolidated Applica Parties as of November June 30, 20022007, and for the Fiscal Year six months then ended, accompanied by the report thereon of the Borrower’s Borrowers' independent certified public accountants, Ernst & YoungGrant Thornton LLP. The Borrower has Borrowers have also delivered to the Agent and the Lenders the anx xxx Xxxxxxx xhe unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30Consolidated Applica Parties as of October 31, 20032007. Such financial statements are attached hereto as Exhibit C. All such financial statements Financial Statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries Consolidated Applica Parties as at the dates thereof and their results of operations for the periods then ended. (bB) The Borrowers have delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Consolidated Salton Parties as of June 30, 2007, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrowers' independent certified public accountants, Grant Thornton LLP. The Borrowers have also delivered to the Agent anx xxx Xxxxxxx xhe unaudited balance sheet and related statements of income for the Consolidated Salton Parties as of October 31, 2007. All such Financial Statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Consolidated Salton entities as at the dates thereof and their results of operations for the periods then ended. (C) The Latest Projections when submitted to the Lenders Agent as required herein represent the Borrower’s best Loan Parties' good faith estimate of the future financial performance of the Borrower and its consolidated Subsidiaries Loan Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders; PROVIDED, HOWEVER, it being recognized by Agent and Lenders that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections will likely differ from the projected results. (cD) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly All Financial Statements hereafter delivered to Agent and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been Lenders pursuant to this Agreement shall be prepared in accordance with GAAPGAAP and fairly present the financial positions and results of operations of the Persons described therein at the dates and for the periods indicated.

Financial Statements and Projections. (a1) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November September 30, 20021996, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungArthur Andersen LLP. The Borrower has also delivered to the Agent and the Lenders axx xxx Xxxxxxx the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of August 31, 20031997. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent than, with the unaudited cash flow statements delivered to Agent prior respect to the Closing Dateinterim financial statements, the absence of footnotes and being subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b2) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's reasonable best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c3) The pro forma balance sheet of the Borrower as at February 28August 31, 20031997, attached hereto as Exhibit C, presents fairly and accurately in all material respects the Borrower’s 's financial condition as at such date as if assuming the transactions contemplated by the Loan Documents and the Senior Note Documents herein had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPGAAP (subject to the absence of footnotes and normal year-end adjustments).

Financial Statements and Projections. (a) The Borrower Imation has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flowschanges in financial position, and changes in stockholders equity for the Borrower Imation and its consolidated Subsidiaries as of November 30December 31, 2002, 1997 and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Imation's independent certified public accountants, Ernst & YoungPricewaterhouse Coopers LLP. The Borrower Imation has also delivered to the Collateral Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows changes in financial position for Imation and its Subsidiaries as of September 30, 1998 and for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003three fiscal quarters then ended. Such financial statements are attached hereto as Exhibit C. B-1. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Imation and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Imation's best estimate of the future financial performance of the Borrower Imation and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Imation believes are fair and reasonable in light of current and reasonably foreseeable fore seeable business conditions at the time submitted to the Lendersconditions. (c) The pro forma consolidated balance sheet of the Borrower Imation and its Subsidiaries as at February 28December 31, 20031998, attached hereto as Exhibit CB-3, presents fairly and accurately the Borrower’s financial condition of Imation and its Subsidiaries as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such datedate and the Loans anticipated to be made on such date and Letters of Credit anticipated to be issued on such date had been made or issued, and such balance sheet has been prepared in accordance with GAAP.

Financial Statements and Projections. (a1) The Borrower Parent has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flowsflow, and changes in stockholders stockholders' equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022000, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent PriceWaterhouseCoopers, LLP and the Lenders the unaudited balance sheet and related statements of income and cash flows flow for the Borrower Parent and its consolidated Subsidiaries as of December 31, 2001. The Parent has also delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flow, and changes in stockholders' equity for Chattanooga and its Subsidiaries as of June 30, 2001, and for the month ending April 30Fiscal Year then ended, 2003accompanied by the report thereon of Chattanooga's independent certified public accountants, Xxxxxx Xxxxxxxx LLP and the unaudited balance sheet and related statements of income and cash flow for Chattanooga and its Subsidiaries as of December 31, 2001 (as the case may be). Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects present the financial position of the Borrower Parent and its consolidated Subsidiaries and Chattanooga and its Subsidiaries, as applicable, as at the dates thereof and their results of operations for the periods then endedended (except with respect to the financial statements dated December 31, 2001, for the absence of applicable footnotes and subject to normal year-end adjustments). (b2) The Latest Projections when submitted to the Agent and the Lenders as required herein represent the Borrower’s best Borrowers' good faith estimate of the future financial performance of the Borrower and its consolidated Subsidiaries Borrowers for the periods set forth therein, except as may have been notified to the Agent pursuant to Section 5.3(g). The Latest Projections have been -------------- prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent and the Lenders. (c3) The pro forma balance sheet of the Borrower as at February 28Parent dated December 31, 20032001, attached hereto as Exhibit Cprovided to the Agent and the Lenders, fairly presents fairly and accurately the Borrower’s Parent's financial condition as at such date after giving effect to Closing Date Transactions and the Borrowings to be made on the Closing Date as if the such transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered furnished to the Agent and the Lenders Banks the audited consolidated balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries dated as at the dates thereof Balance Sheet Date, the unaudited consolidated balance sheets of the Borrower and their results of operations for the periods then endedits (a) attached hereto. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate projections of the future financial performance consolidated balance sheets and income and cash flow statements of the Borrower and its consolidated Subsidiaries for the periods set forth therein2000 through 2002 fiscal years, copies of which have been delivered to the Banks, disclose all assumptions deemed material by the Borrower which were made by the Borrower with respect to its financial condition and the projected volume of motor vehicles to be hauled by the Borrower and its Subsidiaries and which were used in formulating such projections. To the knowledge of the Borrower or any of its Subsidiaries, no facts have come to their attention that, individually or in the aggregate, would, in accordance with the customary budgeting practices of the Borrower, require a material change or result in a material change in any such projections. The Latest Projections projections are based upon estimates and assumptions which the Borrower believes to be reasonable, have been prepared in all material respects on the basis of the assumptions set forth thereinstated therein and reflect estimates of the Borrower and its Subsidiaries, which the Borrower believes are fair to be reasonable, of the results of operations and reasonable other information projected therein. Neither the Borrower nor any Subsidiary of the Borrower makes any representation or warranty that the projections will, in light of current and reasonably foreseeable business conditions at the time submitted to the Lendersfact, be achieved. (c) The pro forma balance sheet Each of the Borrower and its Subsidiaries is solvent, has assets having a fair value in excess of the amount required to pay its probable liabilities on their existing debts as at February 28they become absolute and matured, 2003and has, attached hereto as Exhibit Cand based on current projections, presents fairly and accurately will have, access to adequate capital for the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents conduct of its business and the Senior Note Documents had occurred on ability to pay its debts from time to time incurred in connection therewith as such date and the Closing Date had been such date, and has been prepared in accordance with GAAPdebts mature.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30June 29, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst Deloitte & YoungTouche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of June 29, 20032002. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best Borrower Parties' good faith estimate of the future consolidated financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma consolidated balance sheet of the Borrower as Parent at February December 28, 20032002, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Parent's consolidated financial condition as at such date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents this Agreement as if such transactions had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP. (d) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (ai) The Borrower Palco has delivered to the Agent and the Lenders the audited reviewed balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Palco and its consolidated Subsidiaries subsidiaries as of November 30December 31, 2002, and for the Fiscal Year then ended, accompanied by the review report thereon of the Borrower’s Palco's independent certified public accountants, Ernst & Young. The Borrower Deloitte and Touche, LLP. (ii) Palco has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower each of Palco and its consolidated Subsidiaries Britt and for the month ending April Palco and Britt on x xxxbined basis as of Sxxxxxber 30, 2003. Such financial statements are attached hereto as Exhibit C. All such C. (iii) The financial statements delivered pursuant to sub-clause (i) above have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Palco and its Subsidiaries on a consolidated Subsidiaries basis as of the dates thereof and their results of operations for the periods then ended. (iv) The financial statements delivered pursuant to sub-clause (ii) above present accurately and fairly in all material respects the financial position of Palco and Britt on a combined basis as at the dates txx xxtes thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Palco's best estimate of the future financial performance of the Borrower Palco and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Palco believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related consolidated financial statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022014 and December 31, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been 2015 (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Dateii) and fairly present accurately and fairly in all material respects the financial position condition of the Borrower Parent and its consolidated Subsidiaries as at of the dates thereof and their results of operations for the periods then endedcovered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the periods covered thereby. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have Since December 31, 2015, there has been prepared on the basis of the assumptions set forth therein, no event or circumstance which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lendershas or has had a Material Adverse Effect. (c) On the date hereof, and after giving effect to all loans made under the First Lien Credit Documents or Letters of Credit issued on the date hereof under the First Lien Credit Documents, the use of proceeds thereof and the Target Transaction, Borrower is, and the Loan Parties on a consolidated basis are, Solvent. (d) The pro pro-forma balance sheet of Borrower dated as of September 30, 2016 (the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately “Pro Forma Balance Sheet”) furnished to Agent prior to the Borrower’s financial condition as at such date as if Closing Date reflects the consummation of the transactions contemplated by under this Agreement and the other Loan Documents, the Target Acquisition Documents and the Senior Note First Lien Credit Documents had occurred on (all such date transactions, collectively, the “Transactions”) and is accurate, complete and correct in all material respects and fairly reflects the financial condition of Borrower as of the Closing Date had been such date, and after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by a Senior Officer of Borrower. (e) The twelve-month cash flow projections of Borrower and its projected balance sheet as of the Closing Date, copies of which are annexed hereto as Schedule 5.11 (collectively, the “Projections”) were prepared by a Senior Officer of Borrower in accordance with GAAPgood faith, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrower’s judgment based on present circumstances of the most likely set of conditions and course of action for the projected period.

Financial Statements and Projections. (a) The Borrower has Obligated Parties have delivered to the each Agent and the Lenders the audited balance sheet and related financial statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Xxxxx and its consolidated Subsidiaries as of November 30, 2002, and for the Fiscal Year then endedYears ended December 31, 2007 and December 31, 2008, accompanied by the report thereon of the Borrower’s Xxxxx’x independent certified public accountants, Ernst Xxxxxx Xxxxxx Xxxxxx & YoungXxxx. The Borrower has Obligated Parties have also delivered to the each Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows flow for the Borrower Xxxxx and its Subsidiaries on a consolidated Subsidiaries for basis as of the month end of the Fiscal Month ending April November 30, 20032009. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects present the financial position of the Borrower Xxxxx and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (except with respect to the unaudited financial statements referred to immediately above, for the omission of applicable footnotes and subject to normal year-end audit adjustments). Except as set forth on Schedule 7.6, as of the Closing Date, Xxxxx and its Subsidiaries do not have any material liabilities that are not disclosed in such financial statements. (b) The Latest Projections when submitted to the Lenders Agents as required herein represent the Borrower’s best Obligated Parties’ good faith estimate of the future financial performance of the Borrower and its consolidated Subsidiaries Borrowers for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Obligated Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersAgents. (c) The pro forma balance sheet of the Borrower Xxxxx and its Subsidiaries as at February 28November 30, 20032009, attached hereto as Exhibit C, delivered to the Agents presents fairly and accurately the Borrower’s Xxxxx’x and its Subsidiaries’ financial condition as at of such date as if and after giving effect to consummation of the transactions contemplated by the Loan Documents this Agreement and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPSecond Lien Debt Documents.

Financial Statements and Projections. (a) The Borrower has Loan Parties have delivered to the Agent and the Lenders the consolidated and consolidating audited balance sheet and related financial statements of income, retained earnings, cash flows, and changes in stockholders equity New World for the Borrower and its consolidated Subsidiaries as of November 30fiscal year ended December 31, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. B. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the results of operations and financial position of the Borrower New World and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended and at the end of such periods. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best Loan Parties’ reasonable estimate as of the date submitted of the future financial performance of the Borrower New World and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower each Loan Party believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. It is understood that (i) any projections furnished to the Agent or any Lender are subject to significant uncertainties and contingencies, which may be beyond each Borrower’s and its Subsidiaries’ control, (ii) no assurance is given by a Borrower and its Subsidiaries that such projections will be realized, and (iii) the actual results may differ from such projections and such differences may be material. (c) The pro forma balance sheet Loan Parties have delivered to the Agent and the Lenders a copy of the Borrower as at February 28unaudited quarterly balance sheets and income statements of New World and its Subsidiaries for the fiscal quarter ended March 31, 2003, attached hereto as Exhibit Cwhich present, presents fairly fairly, in all material respects, New World’s and accurately the Borrower’s its Subsidiaries financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP (except for footnote disclosures and year-end adjustments in accordance with GAAP).

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent Guarantor and its consolidated Subsidiaries as of November 30December 31, 20022001, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent Guarantor's independent certified public accountants, Ernst & YoungArthur Andersen LLP. The Administrative Borrower has also delivered to the Agent and xx xxx Xxxxx xxd the Lenders the unaudited consolidated balance sheet and related consolidated statements of income and cash flows for the Borrower Parent Guarantor and its consolidated Subsidiaries for the month ending April as of September 30, 20032002. Such financial statements are attached hereto as Exhibit EXHIBIT C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent Guarantor and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrower Parties' best estimate of the future consolidated financial performance of the Borrower Parent Guarantor and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma consolidated balance sheet of the Borrower as Parent Guarantor at February 28September 30, 20032002, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Parent Guarantor's consolidated financial condition as at such date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents this Agreement as if such transactions had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries existing prior to the closing of the Purchase Agreement Transaction and for the business being purchased under the Purchase Agreement Documents as of November 30December 31, 20021999, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & YoungYoung LLP and Price Waterhouse Coopers, respectively. The Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries existing prior to the closing of the Purchase Agreement Transaction as of August 31, 2000 and as of June 30, 2000 for the month ending April 30, 2003entities the stock or assets of which are acquired pursuant to the Purchase Agreement. Such financial statements are attached hereto as Exhibit EXHIBIT C. All such financial statements have been prepared in accordance with GAAP (other than except for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Dateabsence of footnotes and for normal year-end adjustments) and the financial statements present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries entities to which they pertain as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best good faith estimate of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth thereinSubsidiaries. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lendersreasonable. (c) The pro forma balance sheet of the Borrower Parent and its consolidated Subsidiaries as at February 28June 30, 20032000, attached hereto as Exhibit EXHIBIT C, presents fairly and accurately in all material respects the Borrower’s financial condition of the Parent and its consolidated Subsidiaries as at such date as if after giving effect to the transactions contemplated by the Loan Documents and Purchase Agreement Transaction as if the Senior Note Documents Purchase Agreement Transaction had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30June 26, 20022005, and for the Fiscal Year then ended, accompanied by the report thereon of the BorrowerParent’s independent certified public accountants, Ernst & YoungYoung LLP. The Borrower Parent has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of March 25, 20032006. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers’ best estimate of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Parent as at February 28March 25, 20032006, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Borrowers’ financial condition as at such date as if after giving effect to the transactions contemplated by the Loan Documents hereby and the Senior Note Documents had occurred on such date and assuming the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries the Consolidated Parties as of November 30December 31, 20021999, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungPricewaterhousecoopers, LLC. The Borrower borrower has also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April Consolidated Parties as of September 30, 20032000, prepared by Deloitte & Touche, LLC. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries the Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) . The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries the Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) . The pro forma balance sheet of the Borrower as at February 28September 30, 20032000, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s 's financial condition as at such date after giving effect to the Securities Repurchase Loans as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and Borrower as of the Closing Date had been such dateDate, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Agent and the Lenders Administrative Agent, which will deliver to each Lender (i) the audited consolidated balance sheet and related statements of income, retained earnings, cash flowsflow, and changes in stockholders stockholders’ equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022004, and for the Fiscal Year Years then ended, accompanied by the report thereon of the BorrowerParent’s independent certified public accountants, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders (ii) the unaudited consolidated balance sheet and related statements of income income, cash flow and cash flows stockholders’ equity for the Borrower Parent and its consolidated Subsidiaries for the month ending April as of September 30, 20032005, and the nine month period then ended, and certified by a Responsible Officer and (iii) the unaudited consolidated balance sheet and related statements of income, cash flow and stockholders’ equity for Parent and its Subsidiaries as of September 30, 2005, and the Fiscal Quarters then ended, and certified by a Responsible Officer. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly present in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (except with respect to the financial statements described in clauses (ii) and (iii) above, for the absence of applicable footnotes and subject to normal year-end adjustments). (b) The Latest Projections when submitted pro forma financial information contained in the Confidential Information Memorandum is based on assumptions which are believed by Parent on the date hereof to be reasonable, reflect all material adjustments required to be made to give effect to the Lenders as required herein represent Transactions and present fairly in all material respects on a pro forma basis the Borrower’s best estimate estimated consolidated financial position of the future financial performance of the Borrower Parent and its consolidated Subsidiaries as of such date and for such period, assuming that the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions Transactions had actually occurred at such date or at the time submitted to beginning of such period, as the Lenderscase may be. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has Projections have been prepared in accordance with GAAPgood faith based upon assumptions Parent believes to be reasonable as of the Closing Date; 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 any such Projections may differ significantly from the projected results.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related statements of income, retained earnings, cash flowsflow, and changes in stockholders stockholders' equity for the Borrower Parent and its consolidated Subsidiaries as of November 30December 31, 20022000, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s Parent's independent certified public accountants, Ernst & YoungPriceWaterhouseCoopers LLP. The Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related statements of income and cash flows flow for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of October 31, 20032001. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects present the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (except with respect to the financial statements dated October 31, 2001, for the absence of applicable footnotes and subject to normal year-end adjustments). The Financial Statements for the Parent and its Subsidiaries as of October 31, 2001 reflect EBITDA for the Consolidated Members for the calendar month October, 2001, was greater than $2,000,000. (b) The Latest Projections described in clause (a) of the definition of Latest Projections in each case (i) include provision for all tax consequences described in the report by the Parent's accountants delivered by the Parent to the Agent prior to the Closing Date and (ii) demonstrate that the Borrowers will meet the minimum Availability Without Regard to Line Constraint required by Section 8.1(b). As of the Closing Date, the Parent and the other Consolidated Members have met the financial performance projections contained in the Latest Projections. (c) The Latest Projections when submitted to the Agent and the Lenders as required herein represent the Borrower’s best Loan Parties' good faith estimate of the future financial performance of the Borrower and its consolidated Subsidiaries Consolidated Members for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent and the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Administrative Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries the Consolidated Parties as of November 30December 31, 20021999, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungPricewaterhousecoopers, LLC. The Borrower has also delivered to the Administrative Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April Consolidated Parties as of September 30, 20032000, prepared by Deloitte & Touche, LLC. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries the Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries the Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28September 30, 20032000, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s 's financial condition as at such date after giving effect to the Securities Repurchase Loans as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and Borrower as of the Closing Date had been such dateDate, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30December 31, 20021999, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungArthxx Xxxexxxx XXX. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April as of June 30, 20032000. Such financial statements are attached hereto as Exhibit C. B. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly fairly, in all material respects respects; the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended subject to normal year-end adjustments and the absence of footnotes. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s 's best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the LendersLender. (c) The pro forma balance sheet of the Borrower as at February 28June 30, 20032000, attached hereto as Exhibit CB, presents fairly and accurately fairly, in all material respects, the Borrower’s 's financial condition as at such date as if after giving effect to the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.this Agreement as if such

Financial Statements and Projections. Except for the Projections or as set forth on Schedule 3.5, all Financial Statements concerning Holdings and its Subsidiaries which have been or will hereafter be furnished to any Agent pursuant to this Agreement, including those listed below, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and do or will present fairly the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year-end adjustments. (a) The Borrower has delivered to the Agent consolidated balance sheets at December 31, 2004 and the Lenders the audited balance sheet and related statements statement of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower income of Exopack Holding Corp. and its consolidated Subsidiaries as (including Exopack, LLC; Exopack-Thomasville, LLC; Exopack-Ontario, Inc.; Exopack-Hebron, LLC; Exopack (Canada), LLC; Exopack Technology, LLC; Exopack-Newmarket, Ltd.) (collectively with Exopack Holding Corp., the “Exopack Group”) and of November 30Cello-Foil Holding Corp. and its Subsidiary, 2002Cello-Foil Products, and Inc. (collectively, the “Cello-Foil Group”) for the Fiscal Year then ended, accompanied audited by the report thereon of the Borrower’s independent certified public accountantsPricewaterhouseCoopers LLP and Xxxxxx & Xxxxx, Ernst & Young. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30PLLC, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedrespectively. (b) The Latest Projections when submitted to consolidated balance sheet at September 30, 2005 and the Lenders as required herein represent the Borrower’s best estimate related statement of the future financial performance income of the Borrower Holdings and its consolidated Subsidiaries for the periods set forth thereinnine (9) months then ended. The Latest Projections have been delivered on or prior to the Closing Date and the updated Projections delivered pursuant to Section 6.1(f) represent and will represent as of the date thereof the good faith estimate of Borrowers and their senior management concerning the most probable course of their business and were prepared on the basis of the assumptions set forth stated therein, which the Borrower believes are fair and such assumptions were believed to be reasonable in light of current and reasonably foreseeable business conditions at the time submitted prepared, it being understood and agreed that Projections are not to be viewed as facts and that actual results during the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated period covered by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAPProjections may differ materially from projected results.

Financial Statements and Projections. (a) The Borrower has delivered pro-forma balance sheet of each of the Credit Parties dated as of November 30, 2013 (collectively, the “Pro Forma Balance Sheet”) furnished to the Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement, the BVX Acquisition Documents, the Equity Raise Documents and the Lenders other Transaction Documents (all such transactions, collectively, the “Transactions”) and is accurate, complete and correct and fairly reflects the financial condition of the Credit Parties as of the Closing Date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by an Authorized Officer of each Credit Party. (b) The twelve-month cash flow projections of each of the Credit Parties and their projected balance sheet as of the Closing Date, copies of which are annexed hereto as Exhibit J (collectively, the “Projections”) were prepared by an Authorized Officer of the Credit Parties in good faith, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Credit Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The Projections, together with the Pro Forma Balance Sheet, are referred to as the “Pro Forma Financial Statements”. (c) The (i) audited balance sheet of each of the Credit Parties as of December 31, 2012, the related statements of income, cash flows and changes in stockholder’s deficit for the fiscal year ended on such date, and (ii) the unaudited interim financial statements of each of the Credit Parties for the eleven (11) month period ended November 30, 2013, including a balance sheet as of such date and related statements of income, retained earnings, cash flows, changes in stockholder’s equity and changes in stockholders equity cash flow for the Borrower and its consolidated Subsidiaries as such period, copies of November 30, 2002, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & Young. The Borrower has also which have been delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30, 2003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP GAAP, consistently applied (other than except for monthly cash flow statements changes in application in which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing DateCredit Parties’ independent certified public accountants concur, and except for normal year-end adjustments and footnote presentations) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as Credit Parties at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been results of their operations for such dateperiods (the “Unaudited Financial Statements”). To the best of each Credit Party’s knowledge, and since the last day of such Credit Party’s most recently ended fiscal year, there has been prepared no material changes in accordance with GAAPthe condition, financial or otherwise, of the Credit Parties and their respective Subsidiaries, on a Consolidated Basis, shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, equipment and Real Property owned by the Credit Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. (d) Prior to the Closing Date, BVX has not engaged in any business activities other than (i) activities incidental to maintenance of its company existence and (ii) performance of its obligations under the BVX Acquisition Documents to which it is a party.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, income and cash flows, and changes in stockholders equity flows for the Borrower and its consolidated Subsidiaries and for Feeders, in each case as of November September 30, 20022001 and September 30, 2000, and for the Fiscal Year Years then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst Deloitte & YoungTouche. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries and for the month ending April 30Feeders as of May 31, 20032002. Such unaudited financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries and Feeders, as applicable, as at the dates thereof and their results of operations for the periods then ended, subject in the case of the unaudited statements to the lack of footnote disclosures and changes resulting from normal year-end audit adjustments. (b) The Latest Projections when submitted to the Lenders as required herein (and the Latest Projections as of June 2002, are attached hereto as Exhibit H) represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28June 14, 20032002, attached hereto as Exhibit C, presents fairly fairly, in all material respects, and accurately the Borrower’s financial condition as at such date after giving effect to the Recapitalization as if the transactions contemplated by the Loan Documents and the Senior Note Documents it had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30December 31, 20022004, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s independent certified public accountants, Ernst & YoungYoung LLP. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April as of September 30, 20032005. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended except with respect to the financial statements dated September 30, 2005 for the absence of footnotes and subject to normal year-end adjustments. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s financial condition as at such date as if the transactions contemplated by the Loan Documents and the Senior Note Documents had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower Parent has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower Parent and its consolidated Subsidiaries as of November 30June 28, 20022009, and for the Fiscal Year then ended, accompanied by the report thereon of the BorrowerParent’s independent certified public accountants, Ernst & YoungYoung LLP. The Borrower Parent has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower Parent and its consolidated Subsidiaries for the month ending April 30as of March 28, 20032010. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s Borrowers’ best estimate of the future financial performance of the Borrower Parent and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower Parent as at February March 28, 20032010, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s Borrowers’ financial condition as at such date as if after giving effect to the transactions contemplated by hereby and assuming the Loan Documents and the Senior Note Documents had occurred on such date and the First Amendment Closing Date had been such date, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Borrower has delivered to the Agent and the Lenders the audited balance sheet and related statements of income, retained earnings, cash flows, and changes in stockholders equity for the Borrower and its consolidated Subsidiaries as of November 30December 31, 20022000, and for the Fiscal Year then ended, accompanied by the report thereon of the Borrower’s 's independent certified public accountants, Ernst & YoungPriceWaterhouseCoopers. The Borrower has also delivered to the Agent and the Lenders the unaudited balance sheet and related statements of income and cash flows for the Borrower and its consolidated Subsidiaries for the month ending April 30as of March 31, 20032001. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (other than for monthly cash flow statements which have been prepared in a manner consistent with the unaudited cash flow statements delivered to Agent prior to the Closing Date) and present accurately and fairly in all material respects the financial position of the Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Lenders as required herein represent the Borrower’s best 's reasonable estimate of the future financial performance of the Borrower and its consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Lenders. (c) The pro forma balance sheet of the Borrower as at February 28, 2003of the Closing Date, attached hereto as Exhibit C, presents fairly and accurately the Borrower’s 's financial condition as at such date as if after consummation of the transactions contemplated by the Loan Documents Merger Agreement and the Senior Note Documents had occurred on such date and the Closing Date had been such date, ACS Commitment and has been prepared in accordance consistent with GAAPGAAP principles.