Common use of Financial Statements; Controls; No Undisclosed Liabilities Clause in Contracts

Financial Statements; Controls; No Undisclosed Liabilities. (a) Section 4.4(a) of the Seller Disclosure Letter contains a true and complete copy of the (i) balance sheet (audited as part of the consolidated group) of the Company as of December 31, 2011 (the “Latest Audited Company Balance Sheet”), (ii) statement of income and statement of cash flows (audited as part of the consolidated group) relating to the Company for the twelve (12) months ended December 31, 2011 (together with the Latest Audited Company Balance Sheet, the “Audited Annual Company Financial Information”), and (iii) unaudited balance sheet and statement of income relating to the Company as of and for the two (2) months ended February 28, 2012 (the “Unaudited Quarterly Company Financial Information,” and together with the Audited Annual Company Financial Information, the “Financial Information”). Except as noted therein and except for normal period end adjustments with respect the Audited Annual Company Financial Information and the Unaudited Quarterly Company Financial Information, the Financial Information was prepared in accordance with U.S. generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis (including accruals) throughout the periods involved (“GAAP”) (except as may be indicated in the notes to such financial statements) and fairly and accurately presents in all material respects the financial position and income of the Company as of the dates or for the periods represented by such Financial Information. (b) As of the date of this Agreement, the trailing twelve-month EBITDAM of the Company is at least Eleven Million Dollars ($11,000,000.00). Notwithstanding anything contained herein to the contrary, the representation and warranty contained in this Section 4.4(b) shall only be made as of the date of this Agreement. (c) Other than (i) as and to the extent reflected or reserved for on the Latest Audited Company Balance Sheet or (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Audited Company Balance Sheet, the Company has no Liabilities, except for (A) Liabilities disclosed in the Seller Disclosure Letter, or as to which no disclosure is required pursuant to any Section of the Seller Disclosure Letter because the Liability involves an amount which is less than the specific dollar threshold above which disclosure on such Section of the Seller Disclosure Letter is required, (B) Liabilities under any Material Contract, but only to the extent that such Liabilities do not relate to a breach of such Material Contract prior to the Closing, and (C) other Liabilities in an amount not in excess, individually or in the aggregate, of Fifty Thousand and no 00/100 Dollars ($50,000.00). (d) Section 4.4(d) of the Seller Disclosure Letter sets forth (i) the principal amount of, and, as of the date of this Agreement, all accrued but unpaid interest on, all Indebtedness of the Company and the instruments pursuant to which the Company is responsible or liable for such Indebtedness (whether as obligor, guarantor or surety) and (ii) any financing of the Company effected through “special purpose entities” and any synthetic leases and project financing. (e) Seller has delivered to Buyer a complete, accurate and current copy of a list and the aging of the accounts receivable, by customer, of the Company that were outstanding as of February 29, 2012 and the related reserve for doubtful accounts and supporting calculation. All accounts receivable (i) arise out of bona fide sales and deliveries of goods, performance of services or other transactions in connection with the business and represent income earned in the ordinary course of business, and (ii) to Seller’s Knowledge, are not subject to material defenses, setoffs or counterclaims, other than normal allowances. Unless paid prior to the Closing Date, the accounts receivable of the Company are expected to be collected in the ordinary course of business.

Financial Statements; Controls; No Undisclosed Liabilities. (a) Section 4.4(a) of the Seller Disclosure Letter contains a true and complete copy of the (i) consolidated audited balance sheet (audited as part of the consolidated group) of the Company as of December 31sheet, 2011 (the “Latest Audited Company Balance Sheet”), (ii) statement of income and statement of cash flows (audited as part of the consolidated group) relating to Seller and the Company for the twelve (12) months ended December 31, 2011 2009 (together with the Latest Audited Company Balance Sheet, the “Audited Annual Company Financial Information”), and (iiiii) unaudited balance sheet as of July 31, 2010 (the “Latest Balance Sheet”) and the related statement of income and statement of income cash flows relating to Seller and the Company as of and for the two six (26) months ended February 28July 31, 2012 2010 (the “Unaudited Quarterly Company Financial Information,” and together with the Audited Annual Company Financial Information, the “Financial Information”). Except as noted therein and except for normal period end adjustments with respect the Audited Annual Company Financial Information and to the Unaudited Quarterly Company Financial Information, the Financial Information was prepared in accordance with U.S. generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis (including accruals) throughout the periods involved (“GAAP”) (except as may be indicated in the notes to such financial statements) and fairly and accurately presents in all material respects the financial position position, income and income cash flows of the Company as of the dates or for the periods represented by such Financial Information. (b) As In connection with the preparation of the date of this AgreementAudited Financial Information, the trailing twelve-month EBITDAM Company received a letter from its auditors dated May 18, 2010, which Seller has made available to Buyer, that identified no material weaknesses or significant deficiencies in the design or operations of the Company is at least Eleven Million Dollars ($11,000,000.00)internal controls utilized by the Company. Notwithstanding anything contained herein to There has been no material change in the contrary, Company’s internal controls over financial reporting and the representation and warranty contained in this Section 4.4(b) shall only be made as operations of the date of this Agreementinternal controls utilized by the Company since December 31, 2009. (c) Other than (i) as and to the extent reflected or reserved for on the Latest Audited Company Balance Sheet or (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Audited Company Balance Sheet, the Company has no Liabilities, except for (A) Liabilities disclosed in the Seller Disclosure Letter, or as to which no disclosure is required pursuant to any Section of the Seller Disclosure Letter because the Liability involves an amount which is less than the specific dollar threshold above which disclosure on such Section of the Seller Disclosure Letter is required, (B) Liabilities under any Material Contract, but only to the extent that such Liabilities do not relate to a breach of such Material Contract prior to the Closing, and (C) other Liabilities in an amount not in excess, individually or in the aggregate, of Fifty Thousand and no 00/100 Dollars ($50,000.00)250,000. (d) Section 4.4(d) of the Seller Disclosure Letter sets forth (i) the principal amount of, and, as of the date of this Agreementhereof, all accrued but unpaid interest on, all Indebtedness of the Company and the instruments pursuant to which the Company is responsible or liable for such Indebtedness (whether as obligor, guarantor or surety) and (ii) any financing of the Company effected through “special purpose entities” and any synthetic leases and project financing. (e) Seller has delivered to Buyer a complete, accurate and current copy of a list and the aging of the accounts receivable, by customer, of the Company that were outstanding as of February 29, 2012 and the related reserve for doubtful accounts and supporting calculation. All accounts receivable (i) arise out of bona fide sales and deliveries of goods, performance of services or other transactions in connection with the business and represent income earned in the ordinary course of business, and (ii) to Seller’s Knowledge, are not subject to material defenses, setoffs or counterclaims, other than normal allowances. Unless paid prior to the Closing Date, the accounts receivable of the Company are expected to be collected in the ordinary course of business.

Financial Statements; Controls; No Undisclosed Liabilities. (a) Section 4.4(a) of the Seller Disclosure Letter contains a true and complete copy of the (i) consolidated audited balance sheet, statement of income and statement of cash flows of RHC as of and for the twelve (12) months ended December 31, 2010 (the "Audited Annual RHC Financial Information"), (ii) consolidated unaudited balance sheet, statement of income and statement of cash flows of RHC as of and for the six (6) months ended June 30, 2011 (the "Unaudited Quarterly RHC Financial Information"), (iii) consolidating balance sheet (audited as part of the consolidated group) of the Company as of December 31, 2011 2010 (the “"Latest Audited Company Balance Sheet”"), (iiiv) consolidating statement of income and statement of cash flows (audited as part of the consolidated group) relating to the Company for the twelve (12) months ended December 31, 2011 2010 (together with the Latest Audited Company Balance Sheet, the “"Audited Annual Company Financial Information”"), (v) consolidating unaudited balance sheet of the Company as of April 1, 2011 (the "Fresh Start Balance Sheet"), and (iiivi) consolidating unaudited balance sheet and statement of income relating to the Company as of and for the two six (26) months ended February 28June 30, 2012 2011 (the “"Unaudited Quarterly Company Financial Information,” " and together with the Audited Annual Company RHC Financial Information, the “Unaudited Quarterly RHC Financial Information”, the Audited Annual Company Financial Information and the Fresh Start Balance Sheet, the "Financial Information"). Except as noted therein and except for normal period end adjustments with respect to the Unaudited Quarterly RHC Financial Information, the Audited Annual Company Financial Information Information, the Fresh Start Balance Sheet and the Unaudited Quarterly Company Financial Information, the Financial Information was prepared in accordance with U.S. generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis (including accruals) throughout the periods involved (“"GAAP”") (except as may be indicated in the notes to such financial statements) and fairly and accurately presents in all material respects the financial position and income of the Company as of the dates or for the periods represented by such Financial Information. (b) As of the date of this Agreement, the trailing twelve-month EBITDAM of the Company is at least Eleven Million Dollars ($11,000,000.00). Notwithstanding anything contained herein to the contrary, the representation and warranty contained in this Section 4.4(b) shall only be made as of the date of this Agreement. (c) Other than (i) as and to the extent reflected or reserved for on the Latest Audited Company Balance Sheet or (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Audited Company Balance Sheet, the Company has no Liabilities, except for (A) Liabilities disclosed in the Seller Disclosure Letter, or as to which no disclosure is required pursuant to any Section of the Seller Disclosure Letter because the Liability involves an amount which is less than the specific dollar threshold above which disclosure on such Section of the Seller Disclosure Letter is required, (B) Liabilities under any Material Contract, but only to the extent that such Liabilities do not relate to a breach of such Material Contract prior to the Closing, and (C) other Liabilities in an amount not in excess, individually or in the aggregate, of Fifty One Hundred Thousand and no 00/100 Dollars ($50,000.00100,000). (dc) Section 4.4(d4.4(c) of the Seller Disclosure Letter sets forth (i) the principal amount of, and, as of the date of this Agreement, all accrued but unpaid interest on, all Indebtedness of the Company and the instruments pursuant to which the Company is responsible or liable for such Indebtedness (whether as obligor, guarantor or surety) and (ii) any financing of the Company effected through “"special purpose entities” " and any synthetic leases and project financing. (ed) Seller has delivered to Buyer a complete, accurate and current copy of a list and the aging of the accounts receivable, by customer, of the Company that were outstanding as of February 29June 30, 2012 and the related reserve for doubtful accounts and supporting calculation2011. All accounts receivable (i) arise out of bona fide sales and deliveries of goods, performance of services or other transactions in connection with the business and represent income earned in the ordinary course of business, and (ii) to Seller’s 's Knowledge, are not subject to material defenses, setoffs or counterclaims, other than normal allowances. Unless paid prior to the Closing Date, the accounts receivable of the Company are expected to be collected in the ordinary course of business. (e) Section 4.4(e) of the Seller Disclosure Letter sets forth the amounts of the Stay Bonuses as of June 30, 2011.

Financial Statements; Controls; No Undisclosed Liabilities. (a) Section 4.4(a) of the Seller Disclosure Letter contains a true and complete copy of the (i) consolidated audited balance sheet, statement of income and statement of cash flows of RHC as of and for the twelve (12) months ended December 31, 2010 (the “Audited Annual RHC Financial Information”), (ii) consolidated unaudited balance sheet, statement of income and statement of cash flows of RHC as of and for the six (6) months ended June 30, 2011 (the “Unaudited Quarterly RHC Financial Information”), (iii) consolidating balance sheet (audited as part of the consolidated group) of the Company as of December 31, 2011 2010 (the “Latest Audited Company Balance Sheet”), (iiiv) consolidating statement of income and statement of cash flows (audited as part of the consolidated group) relating to the Company for the twelve (12) months ended December 31, 2011 2010 (together with the Latest Audited Company Balance Sheet, the “Audited Annual Company Financial Information”), (v) consolidating unaudited balance sheet of the Company as of April 1, 2011 (the “Fresh Start Balance Sheet”), and (iiivi) consolidating unaudited balance sheet and statement of income relating to the Company as of and for the two six (26) months ended February 28June 30, 2012 2011 (the “Unaudited Quarterly Company Financial Information,” and together with the Audited Annual RHC Financial Information, the Unaudited Quarterly RHC Financial Information, the Audited Annual Company Financial InformationInformation and the Fresh Start Balance Sheet, the “Financial Information”). Except as noted therein and except for normal period end adjustments with respect to the Unaudited Quarterly RHC Financial Information, the Audited Annual Company Financial Information Information, the Fresh Start Balance Sheet and the Unaudited Quarterly Company Financial Information, the Financial Information was prepared in accordance with U.S. generally accepted accounting principles in effect at the time of such preparation applied on a consistent basis (including accruals) throughout the periods involved (“GAAP”) (except as may be indicated in the notes to such financial statements) and fairly and accurately presents in all material respects the financial position and income of the Company as of the dates or for the periods represented by such Financial Information. (b) As of the date of this Agreement, the trailing twelve-month EBITDAM of the Company is at least Eleven Million Dollars ($11,000,000.00). Notwithstanding anything contained herein to the contrary, the representation and warranty contained in this Section 4.4(b) shall only be made as of the date of this Agreement. (c) Other than (i) as and to the extent reflected or reserved for on the Latest Audited Company Balance Sheet or (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Audited Company Balance Sheet, the Company has no Liabilities, except for (A) Liabilities disclosed in the Seller Disclosure Letter, or as to which no disclosure is required pursuant to any Section of the Seller Disclosure Letter because the Liability involves an amount which is less than the specific dollar threshold above which disclosure on such Section of the Seller Disclosure Letter is required, (B) Liabilities under any Material Contract, but only to the extent that such Liabilities do not relate to a breach of such Material Contract prior to the Closing, and (C) other Liabilities in an amount not in excess, individually or in the aggregate, of Fifty One Hundred Thousand and no 00/100 Dollars ($50,000.00100,000). (dc) Section 4.4(d4.4(c) of the Seller Disclosure Letter sets forth (i) the principal amount of, and, as of the date of this Agreement, all accrued but unpaid interest on, all Indebtedness of the Company and the instruments pursuant to which the Company is responsible or liable for such Indebtedness (whether as obligor, guarantor or surety) and (ii) any financing of the Company effected through “special purpose entities” and any synthetic leases and project financing. (ed) Seller has delivered to Buyer a complete, accurate and current copy of a list and the aging of the accounts receivable, by customer, of the Company that were outstanding as of February 29June 30, 2012 and the related reserve for doubtful accounts and supporting calculation2011. All accounts receivable (i) arise out of bona fide sales and deliveries of goods, performance of services or other transactions in connection with the business and represent income earned in the ordinary course of business, and (ii) to Seller’s Knowledge, are not subject to material defenses, setoffs or counterclaims, other than normal allowances. Unless paid prior to the Closing Date, the accounts receivable of the Company are expected to be collected in the ordinary course of business. (e) Section 4.4(e) of the Seller Disclosure Letter sets forth the amounts of the Stay Bonuses as of June 30, 2011.