Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2021 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2022 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2024 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except (a) The Company has heretofore furnished to the Administrative Agent and the Lenders copies of its consolidated balance sheet and statements of income, cash flow and retained earnings as of and for the Projectionsyear ended December 31, 2010, and the three months ended March 31, 2011, and June 30, 2011. Such financial statements present fairly, in all material respects, the Fair Salable Balance Sheet consolidated financial condition and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party results of operations of the Company and its Subsidiaries that are referred to below have been prepared subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied throughout GAAP. (b) The Company has heretofore furnished to the periods covered (except Lenders its unaudited pro forma consolidated balance sheet and statements of income, cash flow and retained earnings as disclosed therein of and exceptfor the year ended December 31, 2010, and the three months ended March 31, 2011, and June 30, 2011, prepared giving effect to the Spin-Offs and the Transactions as if the Spin-Offs and the Transactions had occurred, with respect to each such balance sheet, on the date thereof and, with respect to such other financial statements for each period, on the first day of such period. Such unaudited Financial Statementspro forma financial statements, for and any other pro forma financial statements contained in the absence Xylem Form 10 (as amended prior to the date hereof) (i) have been prepared by the Company in good faith, based on the assumptions used to prepare the pro forma consolidated financial statements included in the Confidential Information Memorandum (which assumptions are believed by the Company on the date hereof to be reasonable), (ii) are based on the best information available to the Company as of footnotes the date of delivery thereof after due inquiry and normal year-end audit adjustments(iii) subject to clauses (i) and (ii) above, (A) accurately reflect all adjustments necessary to give effect to the Spin-Offs and the Transactions and (B) present fairly fairly, in all material respects respects, subject to the qualifications described therein and in the accompanying notes, the pro forma financial position of the Persons covered thereby as at the dates thereof and the position, results of their operations and cash flows of the Company and the consolidated Subsidiaries as of such date and for such period as if the periods then endedSpin-Offs and the Transactions had occurred on each such date or at the beginning of each such period, as the case may be. (ac) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have There has been delivered on no material adverse change in the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 financial condition of the Company and the related Subsidiaries taken as a whole from the financial condition reported in the pro forma financial statements referred to in paragraph (b) of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLPthis Section. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except (a) The Company has heretofore furnished to the Administrative Agent and the Lenders copies of its consolidated balance sheet and statements of income, cash flow and retained earnings as of and for the Projectionsyear ended December 31, 2010, and the three months ended March 31, 2011, and June 30, 2011. Such financial statements present fairly, in all material respects, the Fair Salable Balance Sheet consolidated financial condition and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party results of operations of the Company and its Subsidiaries that are referred to below have been prepared subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied throughout GAAP. (b) The Company has heretofore furnished to the periods covered (except Lenders its unaudited pro forma consolidated balance sheet and statements of income, cash flow and retained earnings as disclosed therein of and exceptfor the year ended December 31, 2010, and the three months ended March 31, 2011, and June 30, 2011, prepared giving effect to the Spin-Offs and the Transactions as if the Spin-Offs and the Transactions had occurred, with respect to each such balance sheet, on the date thereof and, with respect to such other financial statements for each period, on the first day of such period. Such unaudited Financial Statementspro forma financial statements, for and any other pro forma financial statements contained in the absence Exelis Form 10 (as amended prior to the date hereof) (i) have been prepared by the Company in good faith, based on the assumptions used to prepare the pro forma consolidated financial statements included in the Confidential Information Memorandum (which assumptions are believed by the Company on the date hereof to be reasonable), (ii) are based on the best information available to the Company as of footnotes the date of delivery thereof after due inquiry and normal year-end audit adjustments(iii) subject to clauses (i) and (ii) above, (A) accurately reflect all adjustments necessary to give effect to the Spin-Offs and the Transactions and (B) present fairly fairly, in all material respects respects, subject to the qualifications described therein and in the accompanying notes, the pro forma financial position of the Persons covered thereby as at the dates thereof and the position, results of their operations and cash flows of the Company and the consolidated Subsidiaries as of such date and for such period as if the periods then endedSpin-Offs and the Transactions had occurred on each such date or at the beginning of each such period, as the case may be. (ac) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have There has been delivered on no material adverse change in the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 financial condition of the Company and the related Subsidiaries taken as a whole from the financial condition reported in the pro forma financial statements referred to in paragraph (b) of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLPthis Section. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2022 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December at March 31, 2001 2023 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2023 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Parent and its Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31February 1, 2001 2003 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31February 2, 2002 and the related statements of income and cash flows of ICM (A) Parent and its Subsidiaries (other than Xxxxx-Xxxxxxx and its Subsidiaries) for the Fiscal Years then ended, certified by KPMG LLP and (B) Xxxxx-Xxxxxxx and its Subsidiaries for the Fiscal Quarter Years then ended, certified by Deloitte & Touche. (ivii) The unaudited consolidated balance sheets as of March 31sheet(s) at August 2, 2002 2003 and the related statements statement(s) of income and cash flows of Gulf Wide Parent and its Subsidiaries (other than Xxxxx-Xxxxxxx and its Subsidiaries) and Xxxxx-Xxxxxxx and its Subsidiaries, in each case for the two (2) Fiscal Quarter Quarters then ended. (iii) The unaudited consolidated balance sheet(s) at August 30, 2003 and the related statement(s) of income and cash flows of Parent and its Subsidiaries (other than Xxxxx-Xxxxxxx and its Subsidiaries) and Xxxxx-Xxxxxxx and its Subsidiaries, in each case for the portion of the Fiscal Year then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet (a) The Obligated Parties have delivered to each Agent and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Lenders the audited financial statements for Xxxxx and its Subsidiaries that are referred for the Fiscal Years ended December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004, accompanied by the report thereon of Xxxxx’x independent certified public accountants, Xxxxxx Xxxxxx Xxxxxx & Xxxx. The Obligated Parties have also delivered to below each Agent and the Lenders the unaudited balance sheet and related statements of income and cash flow for Xxxxx and its Subsidiaries on a consolidated basis as of the end of each Fiscal Month ending January 31, 2005 through June 30, 2005. All such financial statements have been prepared in accordance with GAAP consistently applied throughout and fairly present the financial position of Xxxxx and its Subsidiaries as at the dates thereof and their results of operations for the periods covered then ended (except as disclosed therein and except, with respect to the unaudited Financial Statementsfinancial statements referred to immediately above, for the absence omission of applicable footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position ). Except as set forth on Schedule 7.6, as of the Persons covered thereby 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 Agents as at required herein represent the dates thereof and Obligated Parties’ good faith estimate of the results future financial performance of their operations and cash flows the Borrowers for the periods then endedset forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Obligated Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agents. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof: (ic) The audited consolidated and consolidating pro forma balance sheets at December 31, 2001 and the related statements sheet of income and cash flows of ICM Xxxxx and its Subsidiaries for as at June 30, 2005, delivered to the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated Agents presents fairly and consolidating balance sheets accurately Xxxxx’x and its Subsidiaries’ financial condition as of December 31, 2001 such date and after giving effect to consummation of the transactions contemplated by this Agreement and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLPSecond Lien Debt Documents. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except (i) The Parent has delivered to the Agent and the Purchaser the audited balance sheet and related statements of income, retained earnings, cash flow, and changes in stockholders' equity for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Parent and its Subsidiaries that are referred as of December 31, 2000, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, PriceWaterhouseCoopers, LLP and the unaudited balance sheet and related statements of income and cash flow for the Parent and its Subsidiaries as of December 31, 2001. The Parent has also delivered to below the Agent and the Purchaser the audited balance sheet and related statements of income, retained earnings, cash flow, and changes in stockholders' equity for Chattanooga Group, Inc. ("Chattanooga") and its Subsidiaries as of June 30, 2001, and for the Fiscal Year then ended, accompanied 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). All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and fairly present fairly in all material respects the financial position of the Persons covered thereby Parent and its Subsidiaries and Chattanooga and its Subsidiaries, as applicable, as at the dates thereof and the their results of their operations and cash flows for the periods then ended. ended (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on except with respect to the date hereof: (i) The audited consolidated and consolidating balance sheets at financial statements dated December 31, 2001 and the related statements of income and cash flows of ICM and its Subsidiaries 2001, for the Fiscal Year then ended certified by KPMG Peat Marwick LLPabsence of applicable footnotes and subject to normal year-end adjustments). (ii) The audited consolidated projections of the Loan Parties' financial condition, results of operations, and consolidating balance sheets as of cash flows, in each case for the period commencing on January 1, 2002 and ending on December 31, 2001 2002, delivered to the Agent prior to the Closing Date represent the Loan Parties' good faith estimate of the future financial performance of the Loan Parties for the periods set forth therein. Such projections have been prepared on the basis of the assumptions set forth therein, which the 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 related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLPPurchaser. (iii) The unaudited pro forma balance sheets as sheet of March the Parent dated December 31, 2002 2001, provided to the Agent and the related statements of income and cash flows of ICM and its Subsidiaries for Purchaser, fairly presents the Fiscal Quarter then ended. (iv) The unaudited balance sheets Parent's financial condition as of March 31, 2002 at such date after giving effect to Transactions as if such Transactions had occurred on such date and the related statements of income Closing Date had been such date, and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then endedhas been prepared in accordance with GAAP.

Financial Statements and Projections. Except (a) The pro-forma balance sheet of each of the Credit Parties dated as of September 30, 2014 (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 PingTone Acquisition Documents, and the 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 Fair Salable Pro Forma Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowSheet, all Financial Statements concerning any Credit Party and its Subsidiaries that are referred to below as the “Pro Forma Financial Statements”. (c) The (i) audited balance sheet of each of the Credit Parties as of December 31, 2013, 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, 2014, including a balance sheet as of such date and related statements of income, changes in stockholder’s equity and changes in cash flow for such period, copies of which have been delivered to Agent have been prepared in accordance with GAAP GAAP, consistently applied throughout the periods covered (except as disclosed therein for changes in application in which the Credit Parties’ independent certified public accountants concur, and except, with respect to unaudited Financial Statements, except for the absence of footnotes and normal year-end audit adjustmentsadjustments and footnote presentations) and present fairly in all material respects the financial position of the Persons covered thereby as Credit Parties at the dates thereof such date and the results of their operations for such periods (the “Unaudited Financial Statements”). To the best of each Credit Party’s knowledge, since the last day of such Credit Party’s most recently ended fiscal year, there has been no material changes in the condition, financial or otherwise, of the Credit Parties and cash flows for their respective Subsidiaries, on a Consolidated Basis, shown on the periods then endedconsolidated 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. (ad) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on Prior to the date hereof: Closing Date, Fusion PTC Acquisition, Inc. has not engaged in any business activities other than (i) The audited consolidated activities incidental to maintenance of its company existence and consolidating balance sheets at December 31, 2001 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as performance of December 31, 2001 and its obligations under the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLPPingTone Acquisition Documents to which it is a party. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for (a) All of the Projectionsfollowing consolidated balance sheets and statements of income, the Fair Salable Balance Sheet retained earnings and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party cash flows of Borrower and its Subsidiaries that are referred to below Subsidiaries, copies of which have been furnished to Agent and Lenders prior to the date of this Agreement, have been, except as noted therein, prepared in accordance 35 conformity with GAAP consistently applied throughout the periods covered (except involved and as disclosed therein and except, with respect to unaudited Financial Statements, for of the absence of footnotes and normal year-end audit adjustments) and date hereof present fairly in all material respects the consolidated financial position position, results of the Persons covered thereby as operations and cash flows of Borrower and its Subsidiaries at the dates thereof and for the periods then ended (as to the unaudited interim financial statements, subject to normal year-end audit adjustments): (i) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at September 30, 1995, and the related consolidated statements of income, retained earnings and cash flows for the nine-month period ended on such date; and (ii) the audited consolidated balance sheet of Borrower and its Subsidiaries as at December 31, 1994, and the related consolidated statements of income, retained earnings and cash flows for the year then ended, with the opinion thereon of Axxxxx Axxxxxxx LLC. (b) Borrower, as of September 30, 1995, had no obligations, contingent liabilities or liabilities for Charges, long-term leases or unusual forward or long-term commitments which are not reflected in the Quarterly Report on Form 10-Q of Borrower for the Fiscal Quarter ended September 30, 1995 and which could reasonably be expected to have a Material Adverse Effect and are not otherwise disclosed in this Agreement. (c) The projections of Borrower's (i) monthly operating budgets on a consolidated basis for the year ending December 31, 1996 and (ii) annual operating budgets on a consolidated basis, consolidated results of their operations and cash flows for the periods then endedfiscal years ending on December 31, 1996 through December 31, 1998 (the "Projections"), copies of which have been delivered to Agent and Lenders, disclose all material assumptions made with respect to general economic, financial and market conditions in formulating such Projections. As of the date hereof, to the knowledge of Borrower no facts exist which would likely result in any material change in any of such Projections. To the best of Borrower's knowledge, as of the date hereof the Projections are based upon reasonable estimates and assumptions, all of which are fair in light of known current conditions, have been prepared on the basis of the assumptions stated therein, and reflect the reasonable estimate of Borrower of the results of operations and other information projected therein. (ad) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on As of the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 and no information contained in this Agreement, the related statements other Loan Documents, the Annual Report on Form 10-K of income and cash flows of ICM and its Subsidiaries Borrower for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and 1994, the related statements Quarterly Reports on Form 10-Q of income and cash flows of Gulf Wide and its Subsidiaries Borrower for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of Quarters ended March 31, 2002 June 30 and September 30, 1995 or any written statement furnished by or on behalf of any Loan Party or any Affiliate thereof pursuant to the related terms of this Agreement or any other Loan Document, which has previously been delivered to Agent or any 36 Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then endedcircumstances under which they were made. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except (a) Schedule 4.6 contains a complete and correct copy of the audited consolidated balance sheets of the Company as of December 31, 1995, December 31, 1996 and December 31, 1997 and audited consolidated statements of income and cash flow for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party and its Subsidiaries that are referred to below have been fiscal years then ended. Such consolidated financial statements were prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods covered (except as disclosed therein from prior periods, and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and fairly present fairly in all material respects the financial position condition and results of operations of the Persons covered thereby Company as at of the dates thereof and for the periods then ended. Schedule 4.6 also contains unaudited balance sheets of Normxxx xxx Norshield as of February 29, 1996, February 28, 1997 and February 28, 1998 and unaudited statements of income and cash flow for the fiscal years then ended. Such financial statements were, to the best knowledge of the Company, prepared in accordance with generally accepted accounting principles consistently applied from prior periods, and fairly present in all material respects the financial condition and results of their operations of Normxxx xxx Norshield, respectively, as of the dates thereof and cash flows for the periods then ended. (ab) Financial Statements Schedule 4.6 also contains a complete and correct copy of the unaudited pro forma consolidated balance sheet of the Company (including Normxxx xxx Norshield) as of September 30, 1998 and pro forma consolidated statements of income, cash flow and shareholders' equity for the nine-month period then ended. Such pro forma financial statements were, to the best knowledge of the Company, prepared in accordance with generally accepted accounting principles consistently applied from prior periods, and fairly present in all material respects the pro forma financial condition and pro forma results of operations of the Company (including Normxxx xxx Norshield) as of the date thereof and for the period then ended, subject to normal year-end adjustments and the absence of footnotes. The following Financial Statements pro forma balance sheet as of September 30, 1998 is referred to as the "Balance Sheet," and September 30, 1998 is referred to as the "Balance Sheet Date." (c) Except as and to the extent reflected or reserved against on the Balance Sheet or set forth on Schedule 4.6, the Company has no outstanding indebtedness or any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, whether due or to become due, except for (i) liabilities entered into in the ordinary course of business and (ii) liabilities which, in the aggregate, do not result in any material adverse change in the financial condition of the Company from that set forth on the Balance Sheet. (d) The financial projections attached hereto as Disclosure Schedule 4.6(d) (3.4(a)the "Projections") have been delivered prepared by the Company in light of the past operations of its business and in good faith, subject to the uncertainties inherent in estimating the Company's future performance and the limited familiarity of the Company with respect to Normxxx xxx Norshield. The Projections are based on assumptions that, as of the respective dates thereof, were reasonable in light of the information available to the Company on or prior to the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrower and its respective Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) . Financial Statements Statements. The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof: (i) : The audited consolidated and consolidating balance sheets at December 31February 3, 2001 and the related statements of income and cash flows of ICM Borrower and its Subsidiaries for the Fiscal Year Years then ended ended, certified by KPMG Peat Marwick LLP. (iithe Chief Financial Officer. The unaudited balance sheet(s) The audited consolidated and consolidating balance sheets as of December 31at November 3, 2001 and the related statements statement(s) of income and cash flows of Gulf Wide Borrower and its Subsidiaries for the Fiscal Year thirty-nine weeks then ended. [Intentionally Omitted]. Projections. The Projections delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(c)) have been prepared by Borrower in light of the past operations of its businesses, certified by KPMG Peat Marwick LLP. and reflect projections for the three (iii3) year period beginning on February 3, 2002 on a month-by-month basis. The unaudited balance sheets Projections are based upon estimates and assumptions stated therein, all of which Borrower believes to be reasonable in light of current conditions and current facts known to Borrower and, as of March 31the Closing Date, 2002 reflect Borrower's good faith and reasonable estimates of the related statements future financial performance of income Borrower and cash flows of ICM and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.12, all Financial Statements concerning any Credit Party and its Subsidiaries that financial statements of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statementsfinancial statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements financial statements attached hereto as Disclosure Schedule (3.4(a)5.12(a) have been delivered on the date hereof: Closing Date: (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2021 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2022 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the Closing Date and attached hereto as Schedule 5.12(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2024 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then ended.period set forth therein (it being acknowledged by 32

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.12, all Financial Statements concerning any Credit Party and its Subsidiaries that financial statements of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statementsfinancial statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements financial statements attached hereto as Disclosure Schedule (3.4(a)5.12(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2021 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2022 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.12(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2024 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except (a) The pro-forma balance sheet of each of the Credit Parties dated as of September 30, 2014 (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 PingTone Acquisition Documents, and the 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 Fair Salable Pro Forma Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowSheet, all Financial Statements concerning any Credit Party and its Subsidiaries that are referred to below as the “Pro Forma Financial Statements”. (c) The (i) audited balance sheet of each of the Credit Parties as of December 31, 2013, 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, 2014, including a balance sheet as of such date and related statements of income, changes in stockholder’s equity and changes in cash flow for such period, copies of which have been delivered to Agent have been prepared in accordance with GAAP GAAP, consistently applied throughout the periods covered (except as disclosed therein for changes in application in which the Credit Parties’ independent certified public accountants concur, and except, with respect to unaudited Financial Statements, except for the absence of footnotes and normal year-end audit adjustmentsadjustments and footnote presentations) and present fairly in all material respects the financial position of the Persons covered thereby as Credit Parties at the dates thereof such date and the results of their operations for such periods (the “Unaudited Financial Statements”). To the best of each Credit Party’s knowledge, since the last day of such Credit Party’s most recently ended fiscal year, there has been no material changes in the condition, financial or otherwise, of the Credit Parties and cash flows for their respective Subsidiaries, on a Consolidated Basis, shown on the periods then ended.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. 43 (ad) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on Prior to the date hereof: Closing Date, Fusion PTC Acquisition, Inc. has not engaged in any business activities other than (i) The audited consolidated activities incidental to maintenance of its company existence and consolidating balance sheets at December 31, 2001 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as performance of December 31, 2001 and its obligations under the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.PingTone Acquisition Documents to which it is a party. 5.12

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, ------------------------------------- all Financial Statements concerning any Credit Party Holdings and its Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a3.4(A)) have been delivered on the date hereof: (iA) The audited consolidated and consolidating balance sheets at December 31November 30, 2001 1997 and 1998 and the related statements of income and cash flows of ICM Holdings and its Subsidiaries for the Fiscal Year Years then ended ended, certified by KPMG Peat Marwick PricewaterhouseCoopers, LLP. (iiB) The audited consolidated and unaudited consolidating balance sheets as of December 31November 30, 2001 1998 and related statements of income for Holdings and its Subsidiaries. (A) The unaudited consolidated balance sheet(s) at February 28, 1999 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM Holdings and its Subsidiaries for the Fiscal Quarter then ended. (ivB) The unaudited consolidating balance sheets as of March 31sheet(s) at February 28, 2002 1999 and the related statements statement(s) of income and cash flows of Gulf Wide for Holdings and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrower and its Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a3.4(A)) have been delivered on the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 1999 and December 31, 2000 and the related statements of income and cash flows of ICM Borrower and its Subsidiaries for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year Years then ended, certified by KPMG Peat Marwick PricewaterhouseCoopers LLP. (iiib) Projections. The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(B)) have been prepared by Borrower in light of the past operations of its businesses, but including future payments of known contingent liabilities, and reflect projections for the two year period beginning on January 1, 2001 on a quarter by quarter basis for the first year and on a quarter by quarter basis thereafter. 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 and, as of March 31the Closing Date, 2002 reflect Borrower's good faith and reasonable estimates of the related statements future financial performance of income Borrower and cash flows of ICM and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Borrowers which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2018 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2019 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Borrowers in light of the past operations of the Borrowers and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2022 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Borrowers believe to be reasonable and fair in light of the then-current conditions and facts known to the Borrowers as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Borrowers’ good faith and reasonable estimates of the related statements future financial performance of income the Borrowers and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrower and its Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule DISCLOSURE SCHEDULE (3.4(a3.4(A)) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December August 31, 2001 1998 and August 31, 1999 and the related statements of income and cash flows of ICM Borrower and its Subsidiaries for the Fiscal Year Years then ended ended, certified by KPMG Peat Marwick LLP. Axxxxx Axxxxxxx LLP and (ii) The audited consolidated and consolidating the unaudited balance sheets as of December at October 31, 2001 1999 and the related statements of income and cash flows of Gulf Wide Borrower and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter two months then ended. (ivb) The Pro Forma delivered on the date hereof and attached hereto as DISCLOSURE SCHEDULE (3.4(B)) was prepared by Borrower giving PRO FORMA effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide Borrower and its Subsidiaries for the Fiscal Quarter then endeddated October 31, 1999, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrowers and its their respective Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)DISCLOSURE SCHEDULE 3.4(A) have been delivered on the date hereof: (iA) The audited consolidated balance sheets at December 31, 1997 and 1998 and the related audited consolidated statements of income and cash flows of Borrowers and their Subsidiaries for the Fiscal Years then ended, certified by Xxxxxxx X. Xxxxxx & Company, LLP, and (B) the unaudited consolidating balance sheets at December 31, 2001 1997 and 1998 and the related consolidating statements of income of Borrowers and cash flows of ICM and its their Subsidiaries for the Fiscal Year Years then ended certified by KPMG Peat Marwick LLPended. (ii) The audited unaudited consolidated and consolidating balance sheets as of December 31sheet(s) at June 30, 2001 1999 and the related statements consolidated and consolidating statement(s) of income and consolidated statement of cash flows of Gulf Wide Borrowers and its their Subsidiaries for the two Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter Quarters then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrower and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements Statements. The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof: (i) The audited consolidated and consolidating balance sheets at December March 31, 2001 2003 and the related statements of income and cash flows of ICM Borrower and its Subsidiaries for the Fiscal Year Years then ended ended, certified by KPMG Peat Marwick Ernst & Young, LLP. (ii) The audited consolidated and consolidating unaudited balance sheets as of December 31sheet(s) at April 30, 2001 2004 and the related statements statement(s) of income and cash flows of Gulf Wide Borrower and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter five month period then ended. (ivb) Projections. The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Disclosure Schedule (3.4(b)) have been prepared by Borrower in light of the past operations of its businesses, and reflect projections for the three year period beginning on April 30, 2004 on a month-by-month basis for the two years and on a year-by-year basis thereafter. 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 and, as of March 31the Closing Date, 2002 reflect Borrower's good faith and reasonable estimates of the related statements future financial performance of income Borrower and cash flows of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to 21 normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2022 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December at March 31, 2001 2023 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2023 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Closing Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except for (a) The Borrower has furnished to the Projections, Banks the Fair Salable Balance Sheet and audited consolidated balance sheet of the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party Borrower and its Subsidiaries that are referred (other than ACD and its Subsidiaries) dated as at the Balance Sheet Date, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries (other than ACD and its Subsidiaries) dated as at March 31, 1997 and June 30, 1997 and the related consolidated statements of income and retained earnings and cash flows of the Borrower and its Subsidiaries (other than ACD and its Subsidiaries) for the fiscal periods ended (a) attached hereto. (b) The Borrower has furnished to below the Banks (i) the audited consolidated balance sheet of ACD and its Subsidiaries dated as at the Balance Sheet Date and the related consolidated statements of income and retained earnings and cash flows for the fiscal year ended on such date, (ii) the unaudited consolidated statement of income of ACD and its Subsidiaries for the fiscal year ended on the Balance Sheet Date, and (iii) the unaudited consolidated balance sheets of ACD and its Subsidiaries dated as at June 30, 1997 and the related consolidated statement of income of ACD and its Subsidiaries for the fiscal period ended on such date. Such unaudited statements of income for the fiscal periods ending on the Balance Sheet Date and June 30, 1997 and such unaudited balance sheet as at June 30, 1997 have been adjusted to eliminate assets and liabilities and the results of operations not transferred in connection with the ACD Acquisition (and all such adjusted financial statements contain footnotes describing such elimination). Each of the balance sheets and related statements of income and retained earnings and cash flows as at the Balance Sheet Date and June 30, 1997, and for the fiscal periods then ended, have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) Generally Accepted Accounting Principles and present fairly in all material respects the financial position of the Persons covered thereby ACD and its Subsidiaries as at the dates thereof thereof. There are no contingent liabilities of ACD or any of its Subsidiaries as of such dates involving material amounts, known to the officers of the Borrower or its Subsidiaries, which are not disclosed in such balance sheets and the results of their operations notes related thereto except as listed and cash flows for the periods then ended.described on Schedule 8.5 (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on the date hereof:hereto. (ic) The audited projections of the consolidated and consolidating balance sheets at December 31, 2001 and the related statements of income and cash flows flow statements of ICM the Borrower and its Subsidiaries for the Fiscal Year then ended certified 1997 through 2002 fiscal years, identified as Forecast Scenario #97 Da2Bank dated August 6, 1997, copies of which have been delivered to the Banks, disclose all assumptions deemed material by KPMG Peat Marwick LLPthe 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 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 stated therein and reflect estimates of the Borrower and its Subsidiaries, which the Borrower believes to be reasonable, of the results of operations and other information projected therein. Neither the Borrower nor any Subsidiary of the Borrower makes any representation or warranty that the projections will, in fact, be achieved. (iid) The audited consolidated Each of the Borrower and consolidating balance sheets as of December 31its Subsidiaries, 2001 both before and after giving effect to the ACD Acquisition and the related statements other transactions contemplated by this Agreement and the other Loan Documents, is solvent, has assets having a fair value in excess of income the amount required to pay its probable liabilities on their existing debts as they become absolute and cash flows of Gulf Wide matured, and its Subsidiaries has, and based on current projections, will have, access to adequate capital for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as conduct of March 31, 2002 its business and the related statements of income and cash flows of ICM and ability to pay its Subsidiaries for the Fiscal Quarter then endeddebts from time to time incurred in connection therewith as such debts mature. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for (a) All of the Projectionsfollowing consolidated balance sheets and statements of income, the Fair Salable Balance Sheet retained earnings and the Financial Statements referenced in items (a)(iii) and (a)(iv) below, all Financial Statements concerning any Credit Party cash flows of Borrower and its Subsidiaries that are referred to below Subsidiaries, copies of which have been furnished to Agent and Lenders prior to the date of this Agreement, have been, except as noted therein, prepared in accordance conformity with GAAP consistently applied throughout the periods covered (except involved and as disclosed therein and except, with respect to unaudited Financial Statements, for of the absence of footnotes and normal year-end audit adjustments) and date hereof present fairly in all material respects the consolidated financial position position, results of the Persons covered thereby as operations and cash flows of Borrower and its Subsidiaries at the dates thereof and for the periods then ended (as to the unaudited interim financial statements, subject to normal year-end audit adjustments): (i) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at September 30, 1998, and the related consolidated statements of income, retained earnings and cash flows for the nine-month period ended on such date; and (ii) the audited consolidated balance sheet of Borrower and its Subsidiaries as at December 31, 1997, and the related consolidated statements of income, retained earnings and cash flows for the year then ended, with the opinion thereon of Xxxxxx Xxxxxxxx LLC. (b) Borrower, as of September 30, 1998, had no obligations, contingent liabilities or liabilities for Charges, long-term leases or unusual forward or long-term commitments which are not reflected in the Quarterly Report on Form 10-Q of Borrower for the Fiscal Quarter ended September 30, 1998 and which could reasonably be expected to have a Material Adverse Effect and are not otherwise disclosed in this Agreement or in 104 writing to Agent and Lenders. (c) The projections of Borrower's (i) monthly operating budgets on a consolidated basis for the year ending December 31, 1999 and (ii) annual operating budgets on a consolidated basis, consolidated results of their operations and cash flows for the periods then endedfiscal years ending on December 31, 1999 through December 31, 2004 (the "Projections"), copies of which have been delivered to Agent and Lenders, disclose all material assumptions made with respect to general economic, financial and market conditions in formulating such Projections. As of the date hereof, to the knowledge of Borrower no facts exist which would likely result in any material change in any of such Projections. To the best of Borrower's knowledge, as of the date hereof the Projections are based upon reasonable estimates and assumptions, all of which are fair in light of known current conditions, have been prepared on the basis of the assumptions stated therein, and reflect the reasonable estimate of Borrower of the results of operations and other information projected therein. (ad) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)) have been delivered on As of the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 and no information contained in this Agreement, the related statements other Loan Documents, the Annual Report on Form 10-K of income and cash flows of ICM and its Subsidiaries Borrower for the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets as of December 31, 2001 and 1997, the related statements Quarterly Reports on Form 10-Q of income and cash flows of Gulf Wide and its Subsidiaries Borrower for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of Quarters ended March 31, 2002 June 30 and September 30, 1998 or any written statement furnished by or on behalf of any Loan Party or any Affiliate thereof pursuant to the related terms of this Agreement or any other Loan Document, which has previously been delivered to Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then endedcircumstances under which they were made. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Borrowers which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2018 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2019 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Borrowers in light of the past operations of the Borrowers and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2022 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Borrowers believe to be reasonable and fair in light of the then-current conditions and facts known to the Borrowers as of March 31the date of delivery and, 2002 as of the Effective Date, reflect the Borrowers’ good faith and reasonable estimates of the related statements future financial performance of income the Borrowers and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).

Financial Statements and Projections. Except for the Projections, Projections and the Fair Salable Balance Sheet and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowSheet, all Financial Statements concerning any Credit Party Borrowers and its their respective Subsidiaries that which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. The Lenders acknowledge that there can be no assurance that the projections contained in the Projections will be realized or that actual events will not result in variations from such projections; PROVIDED THAT such acknowledgment shall in no event be deemed or construed as a waiver of or consent by Administrative Agent, Revolver Agent or any of the Lenders to any non-compliance by the Credit Parties, or any of them, with any covenant, term or condition of this Agreement or any of the Loan Documents or the failure of the representations and warranties contained in this SECTION 3.4 to be true and correct. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule DISCLOSURE SCHEDULE (3.4(a3.4(A)) have been delivered on the date hereof: (i) The audited consolidated and consolidating balance sheets at December 31, 2001 1997 and 1996 and the related statements of income and cash flows of ICM Hi-Rise and its Subsidiaries for the Fiscal Year Years then ended ended, certified by KPMG Peat Marwick LLP.Coopers & Lybrand L.L.P. (ii) The audited consolidated and consolidating unaudited balance sheets as of December xxxxx(s) at August 31, 2001 1998, and the related statements statement(s) of income and cash flows flows, of Gulf Wide Hi-Rise and its Subsidiaries for the eight (8) Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter Months then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except (a) SSA and Xxxxxx have provided Parent with the following financial statements, copies of which are attached hereto as Schedule 3.13(a) (the ---------------- "Financial Statements"): (i) Unaudited consolidated balance sheets of SSA and Xxxxxx as at December 31, 1996, December 31, 1995 and December 31, 1994 and unaudited consolidated statements of income, retained earnings and cash flows for each of the three (3) years then ended. The consolidated balance sheet of SSA and Xxxxxx as at December 31, 1995 is referred to hereinafter as the "Base Balance Sheet." (ii) A statement of the gross revenues and net revenues after commission of each of SSA and Xxxxxx for each of the last three (3) fiscal years ended December 31. (iii) An unaudited consolidated balance sheet of SSA and Xxxxxx as at February 28, 1997, and statements of income, retained earnings and cash flows for the Projectionsperiod then ended, certified by the Fair Salable Balance Sheet Presidents of each of SSA and Xxxxxx (the "Interim Financial Statements"). The Financial Statements for fiscal year 1996 and the Interim Financial Statements have been prepared by SSA and Xxxxxx and the Financial Statements referenced in items (a)(iii) for the fiscal years 1995 and (a)(iv) below1994 have been reviewed by Coopers & Xxxxxxx, all SSA's and Xxxxxx'x independent certified public accountants. The Financial Statements concerning any Credit Party and its Subsidiaries that are referred to below (i) have been prepared in accordance with GAAP generally accepted accounting principles applied consistently applied throughout during the periods covered thereby (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes footnotes), (ii) are complete and normal year-end audit adjustmentscorrect in all material respects except as set forth on Schedule 3.13(a) attached hereto and (iii) ---------------- present fairly in all material respects the financial position condition of the Persons covered thereby as SSA and Xxxxxx at the dates thereof of said statements and the results of their its operations and cash flows for the periods then endedcovered thereby. (ab) Financial Statements The following Financial Statements Except as set forth on Schedule 3.13(b) attached hereto hereto, as Disclosure Schedule (3.4(a)) have been delivered on of ---------------- the date hereof: , neither SSA nor Xxxxxx has any liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (i) The audited consolidated and consolidating balance sheets at December 31including without limitation, 2001 and liabilities as guarantor or otherwise with respect to obligations of others, liabilities for Taxes due or then accrued or to become due, or contingent or potential liabilities relating to activities of SSA or Xxxxxx or the related statements conduct of income and cash flows their respective businesses prior to the date hereof regardless of ICM and its Subsidiaries for whether claims in respect thereof have been asserted), except liabilities stated or adequately reserved against on the Fiscal Year then ended certified by KPMG Peat Marwick LLP. (ii) The audited consolidated and consolidating balance sheets Base Balance Sheet, or reflected in Schedules furnished to Parent hereunder as of December 31, 2001 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLPdate hereof. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter then ended. (iv) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Quarter then ended.

Financial Statements and Projections. Except for the Projections, the Fair Salable Balance Sheet Projections and the Financial Statements referenced in items (a)(iii) and (a)(iv) belowas set forth on Schedule 5.13, all Financial Statements concerning any Credit Party and its Subsidiaries that of the Obligors which are referred to referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and subject to normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended. (a) Financial Statements The following Financial Statements attached hereto as Disclosure Schedule (3.4(a)5.13(a) have been delivered on the date hereof: : (i) The the audited consolidated and consolidating balance sheets at December 31, 2001 2021 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Year fiscal year then ended certified by KPMG Peat Marwick LLP. ended; (ii) The audited consolidated and consolidating the unaudited balance sheets as of December 31at June 30, 2001 2022 and the related statements statement(s) of income and cash flows of Gulf Wide and its Subsidiaries for the Fiscal Year then ended, certified by KPMG Peat Marwick LLP. (iii) The unaudited balance sheets as of March 31, 2002 and the related statements of income and cash flows of ICM and its Subsidiaries for the Fiscal Quarter six months then ended. (ivb) The unaudited balance sheets Projections delivered on the date hereof and attached hereto as Schedule 5.13(b) have been prepared by the Obligors in light of the past operations of the Obligors and their Subsidiaries’ business, but including future payments of known contingent liabilities, and reflect projections for the period continuing until December 31, 2024 on a year-by-year basis. The Projections have been prepared in good faith based on estimates and assumptions which the Obligors believe to be reasonable and fair in light of the then-current conditions and facts known to the Obligors as of March 31the date of delivery and, 2002 as of the Restatement Date, reflect the Obligors’ good faith and reasonable estimates of the related statements future financial performance of income the Obligors and cash flows their Subsidiaries and of Gulf Wide and its Subsidiaries the other information projected therein for the Fiscal Quarter then endedperiod set forth therein (it being acknowledged by the Lender that projections as to future events are not to be viewed as facts or a guarantee of performance and that the actual results during the period or periods covered by such projections may differ from the projected results).