Common use of Financial Statements; Financial Condition Clause in Contracts

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 2013 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30March 31, 2012 2014 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 2013 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 20112013, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 2007, December 31, 2008 and December 31, 2009 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 2010 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31June 30, 2011 2010 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the first Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 20112009, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 2007, December 31, 2008 and December 31, 2009 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 2010 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31June 30, 2011 2010 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 20112009, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The All audited consolidated balance sheets year-end ----------------------------------------- financial statements heretofore delivered by the Company to Purchaser showing historical performance of the Parent and its Subsidiaries as at Company for each of the fiscal years ended on or before December 31, 2011 1999 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30December 31, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date2000, and any unaudited quarterly financial statements heretofore delivered by the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes theretoCompany to Purchaser, have been prepared in accordance with GAAP applied consistently on a basis consistent throughout the periods involved (involved, except as approved by otherwise noted therein, and subject to ordinary, good-faith year-end audit adjustments (none of which is material) and the aforementioned firm absence of accountants and disclosed therein). (ii) The pro forma footnotes in the case of any such quarterly financial statements. Each of such financial statements fairly presents in all material respects on a consolidated balance sheet basis the financial condition of the Parent Company and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction dates thereof and the financing therefor), a copy results of which has been furnished to operations and cash flows for the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent periods covered thereby. The Company and its Subsidiaries included in such financial statements have no liabilities (absolute, accrued, contingent or otherwise) material to the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, other than those disclosed in the Company Disclosure Schedule or in such financial statements referred to in this Section 5.5 or in comments or footnotes thereto. Since ----------- September 30, 2001, there has been no (i) material change by the Company in its accounting principles or practices, except as required by concurrent changes in GAAP or (ii) revaluation by the Company of such dateany of its assets or accounts receivable, other than in the ordinary course of business and consistent with past practice. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. Undisclosed ------------------------------------------------------ Liabilities; etc. (ia) The audited consolidated and consolidating balance sheets sheet of the Parent Borrower and its Consolidated Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated and consolidating statements of operations income and retained earnings and statements of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, Borrower and its Consolidated Subsidiaries furnished to the Lender in accordance with Section 5.07 hereof present fairly in all material respects the consolidated and consolidating financial condition of the Parent Borrower and its Consolidated Subsidiaries as at the dates of such date, balance sheets and the consolidated and consolidating results of its the operations of the Borrower and its consolidated cash flows Consolidated Subsidiaries for the respective fiscal years or quarters, as the case may be, then endedperiods covered by such statements of income and retained earnings and statements of cash flows. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied generally accepted accounting principles and practices in the United States consistently throughout applied. Since April 30, 1998 there has not been any material adverse change in the periods involved business, operations, property, assets, condition (except as approved by the aforementioned firm of accountants and disclosed therein). (iifinancial or otherwise) The pro forma consolidated balance sheet or prospects of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such dateBorrower. (b) Since December 31Except as fully reflected on the financial statements referred to in Section 6.05(a), 2011there will be as of the Effective Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, nothing has occurred that has had accrued, contingent or could reasonably otherwise and whether or not due) which, either individually or in the aggregate, would be expected material to have the Borrower or to the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 2013 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30March 31, 2012 2014 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 2013 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. Attached hereto as Exhibit “D” and incorporated herein by this reference are copies of Seller’s audited financial statements for the 2001, 2002 and 2003 calendar years (the “Seller’s Financial Statements”). The Seller’s Financial Statements and the unaudited balance sheet of Seller, dated as of May 31, 2004, and the unaudited statement of operations for the five (5) months then ended (collectively, the “Interim Financial Statements”), a true and complete copy of which was delivered to Buyer on or prior to the date hereof, (i) The audited consolidated balance sheets are complete, in accordance with the books and records of Seller, (ii) accurately reflect the assets, liabilities and financial condition and results of operations of the Parent and its Subsidiaries Business as at December 31, 2011 the respective dates thereof and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quartersrespective periods indicated therein, except as the case may be, ended on such dates, reported on by otherwise noted therein and accompanied bysubject, in the case of the annual financial statementsInterim Financial Statements, an unqualified report from PricewaterhouseCoopers LLPto normal and recurring year-end adjustments that will not, present fairly individually or in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such dateaggregate, be material, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, (iii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved may be indicated in the notes thereto, and except, in the case of the Interim Financial Statements, for the inclusion of notes). Except as set forth on Schedule 5.5, since the date of Seller’s Balance Sheet dated as of December 31, 2003, none of the following has occurred or arisen in the operation of the Business: (a) (i) Any change, event, development, circumstance or condition that has caused or reasonably may be expected to cause, in any one case or in the aggregate, a material adverse condition or material adverse change in or affecting (x) the transactions contemplated by this Agreement, or (y) the aforementioned firm condition (financial or otherwise), results of accountants and disclosed thereinoperations, assets, liabilities or prospects of the Business, taken as a whole, (a “Material Adverse Change”). (i) For a change in the historical operating results of the Business to constitute a Material Adverse Change such change must result in either (I) the EBITDA of the Business for the most recently completed rolling twelve month period being less than ninety percent (90%) of the EBITDA of the Business for the year ended December 31, 2003 or (II) the EBITDA of the Business in each of any two consecutive months after May, 2004 being less than 70% of the EBITDA of the Business for the corresponding months in the prior year. (ii) The pro forma consolidated balance sheet If Buyer desires to terminate this Agreement due to the occurrence of a Material Adverse Change, it must do so within forty five (45) days after it receives notice of the Parent and its Subsidiaries as of December 31, 2011 (after event giving effect rise to the Transaction Material Adverse Change. For example, if the EBITDA of the Business for August and September of 2004 are less than 70% of the financing therefor)EBITDA of the Business for the August and September of 2003, then Buyer must elect to terminate this Agreement within 45 days after it receives the monthly financial report for September 2004 which shows the second consecutive month of reduction. If Buyer fails to timely elect to terminate this Agreement due to such Material Adverse Change, then Buyer’s right to terminate this Agreement due to such Material Adverse Change shall terminate as to that 2 month period, provided that (A) if subsequently the EBITDA of the Business in for September and October of 2004 are less than 70% of the EBITDA of the Business for the September and October of 2003, then this will constitute a copy new Material Adverse Change with a new time period, and (B) the failure of which has been furnished Buyer to terminate this Agreement due to a 2 month drop in EBITDA shall not affect Buyer’s right to terminate the Agreement due to a rolling 12 month drop. (iii) In determining the EBITDA for December 2003 and December 2004 only, all normal and customary year end adjustments made to the Lenders prior to Business’s financial statements shall be annualized over the Initial Borrowing Date, presents a good faith estimate entire year in all material respects question (i.e. only one-twelfth of the pro forma consolidated financial position year end adjustments shall be allocated to December) to avoid any year-end distortions of the Parent and its Subsidiaries EBITDA. (iv) A reduction in EBITDA caused by a non-recurring expense (such as a casualty loss or other one-time expense) shall be ignored for purposes of such datedetermining whether a Material Adverse Change has occurred (subject to Buyer’s rights under Section 15 below). (b) Since December 31Any material casualty, 2011loss, nothing has occurred that has had damage or could reasonably be expected destruction to have a Material Adverse Effect.any of the Business Assets (as defined in Section 15 below); (c) Except for normal, periodic increases in the ordinary course of business and consistent with past practices, increase in compensation payable by Seller to any officer, employee or other representative or agent of Seller (collectively “Personnel”), and employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by Seller for any Personnel except pursuant to the existing plans and arrangements described on Schedule F; (d) Sale, assignment or transfer of any of the properties or assets of Seller used in the Business, other than in the ordinary course of business;

Financial Statements; Financial Condition. (ia) The audited Included in the Disclosure Schedule are the consolidated unaudited balance sheets sheet (the "BALANCE SHEET") of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June September 30, 2012 2000 (the "BALANCE SHEET DATE"), and the related consolidated statements of operations and of cash flows for the fiscal years or quartersnine-month period ended September 30, as 2000 (collectively, the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, "UNAUDITED FINANCIAL STATEMENTS") and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma audited consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction 1999, and the financing thereforrelated statements of operations, stockholders' equity and cash flows of the Parent for the fiscal year then ended which have been audited by PricewaterhouseCoopers, independent auditors (the "AUDITED FINANCIAL STATEMENTS" and, together with the Unaudited Financial Statements, the "FINANCIAL STATEMENTS"), a copy of which has been furnished to . The Financial Statements (including the Lenders prior to footnotes thereto) (i) were prepared in accordance with U.S. generally accepted accounting principles consistently applied during the Initial Borrowing Date, presents a good faith estimate periods covered thereby and (ii) fairly present in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as on the dates of such datestatements and the results of its operations for the periods covered thereby, except that the Unaudited Financial Statements may not contain all footnotes required by U.S. generally accepted accounting principles. (b) Since December 31On and as of the date hereof, 2011on a pro forma basis after giving effect to the transactions contemplated by this Agreement and the Transaction Documents, nothing has occurred that has had or could reasonably be expected with respect to have each of the Company and the Parent and their respective Subsidiaries, taken as a Material Adverse Effect.whole, (x) the

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets sheet of the Parent Company and its Subsidiaries as at for the fiscal year ended December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 1999 and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year of the Company and its Subsidiaries (i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited consolidated financial statements of the Company and its Subsidiaries dated September 30, 2000, and the related consolidated statements of income or operations, and cash flows for the fiscal years or quarters, as the case may be, quarter ended on that date (i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the fact that such dates, reported on by financial statements may be abbreviated and accompanied by, in may omit footnotes or contain incomplete footnotes; and (ii) fairly present the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby. During the period from December 31, 2011 (after giving effect 1999 to the Transaction and the financing therefor)Effective Date, a copy of which there has been furnished to no change in the Lenders prior to the Initial Borrowing Datebusiness, presents a good faith estimate in all material respects results of operations or financial condition of the pro forma consolidated financial position of the Parent Company and its Subsidiaries Subsidiaries, taken as of such date. (b) Since December 31a whole, 2011, nothing has occurred that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Restricted Subsidiaries for the Fiscal Year ended December 31, 2010 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Company and its Restricted Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries as at such datedated June 30, 2011, and the consolidated results related Consolidated statements of its operations income or operations, and its consolidated cash flows for the respective fiscal years or quartersthree months ended on June 30, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been 2011 (i) were prepared in accordance with GAAP generally accepted accounting principles consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the aforementioned firm of accountants fact that such financial statements may be abbreviated and disclosed therein). may omit footnotes or contain incomplete footnotes; and (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate fairly present in all material respects the financial condition of the pro forma consolidated financial position of the Parent Company and its Restricted Subsidiaries as of such date. (b) the date thereof and their results of operations for the period covered thereby. Since December 31, 20112010 there has been no change in the business, nothing has occurred results of operations or financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (ia) The audited consolidated balance sheets sheet of the Parent Borrower and its Subsidiaries as at December 31, 2011 2020 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended on such date and the unaudited consolidated balance sheets of the Parent Borrower and its Subsidiaries as at June 30the end of the Fiscal Quarter ended March 31, 2012 2021 and the related consolidated statements of operations income and of cash flows and changes in shareholders’ equity of the Borrower and its Subsidiaries for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied byFiscal Quarter then ended, in each case furnished to the case of Lenders prior to the annual financial statements, an unqualified report from PricewaterhouseCoopers LLPClosing Date, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its Subsidiaries as at such date, the date of said financial statements and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then endedperiods covered thereby. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with U.S. GAAP consistently applied consistently throughout except to the periods involved extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (except as approved by all of which are of a recurring nature and none of which, individually or in the aforementioned firm aggregate, would be material) and the absence of accountants and disclosed therein)footnotes. (iib) The pro forma consolidated balance sheet On and as of the Parent Closing Date, and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and to all Indebtedness (including the financing therefor)Loans) being incurred or assumed or paid and discharged by the Credit Parties in connection therewith, a copy of which has been furnished to (i) the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects sum of the pro forma consolidated financial position assets, at a fair valuation, of the Parent Borrower (on a stand-alone basis) and of the Borrower and its Subsidiaries (taken as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.whole)

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.. ​

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Restricted Subsidiaries for the Fiscal Year ended December 31, 2013 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Company and its Restricted Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries as at such datedated March 31, 2014, and the consolidated results related Consolidated statements of its operations income or operations, and its consolidated cash flows for the respective fiscal years or quartersthree months ended on March 31, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been 2014 (i) were prepared in accordance with GAAP generally accepted accounting principles consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the aforementioned firm of accountants fact that such financial statements may be abbreviated and disclosed therein). may omit footnotes or contain incomplete footnotes; and (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate fairly present in all material respects the financial condition of the pro forma consolidated financial position of the Parent Company and its Restricted Subsidiaries as of such date. (b) the date thereof and their results of operations for the period covered thereby. Since December March 31, 20112014 there has been no change in the business, nothing has occurred results of operations or financial condition of the Company and its Restricted Subsidiaries, taken as a whole, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2002 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent Company and its Subsidiaries as of December 31the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, 2011 except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries dated September 30, 2003, and the related Consolidated statements of income or operations, and cash flows for the nine months ended on September 30, 2003 (after giving effect i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the Transaction fact that such financial statements may be abbreviated and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate may omit footnotes or contain incomplete footnotes; and (ii) fairly present in all material respects the financial condition of the pro forma consolidated financial position of the Parent Company and its Subsidiaries as of such date. (b) the date thereof and their results of operations for the period covered thereby. Since December 31, 20112002 there has been no change in the business, nothing has occurred results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2008 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent Company and its Subsidiaries as of December 31the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, 2011 except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries dated September 30, 2009, and the related Consolidated statements of income or operations, and cash flows for the nine months ended on September 30, 2009 (after giving effect i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the Transaction fact that such financial statements may be abbreviated and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate may omit footnotes or contain incomplete footnotes; and (ii) fairly present in all material respects the financial condition of the pro forma consolidated financial position of the Parent Company and its Subsidiaries as of such date. (b) the date thereof and their results of operations for the period covered thereby. Since December 31, 20112008 there has been no change in the business, nothing has occurred results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Restricted Subsidiaries for the Fiscal Year ended December 31, 2010 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year of the Company and its Restricted Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries as at such datedated June 30, 2011, and the consolidated results related Consolidated statements of its operations income or operations, and its consolidated cash flows for the respective fiscal years or quartersthree months ended on June 30, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been 2011 (i) were prepared in accordance with GAAP generally accepted accounting principles consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the aforementioned firm of accountants fact that such financial statements may be abbreviated and disclosed therein). may omit footnotes or contain incomplete footnotes; and (ii) The pro forma consolidated balance sheet fairly present in all material respects the financial condition of the Parent Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby. Since December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which there has been furnished to no change in the Lenders prior to the Initial Borrowing Datebusiness, presents a good faith estimate in all material respects results of operations or financial condition of the pro forma consolidated financial position of the Parent Company and its Subsidiaries Restricted Subsidiaries, taken as of such date. (b) Since December 31a whole, 2011, nothing has occurred that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (ia) The audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Parent Borrower and PEM for the 2004, 2005 and 2006 fiscal years have been examined by Deloitte & Touche, independent certified public accountants, who delivered an unqualified opinion in respect thereof and present fairly the financial position of the Borrower and its Subsidiaries as and PEM at December 31, 2011 the dates of said statements and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows results for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then endedperiod covered thereby. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP consistently applied consistently throughout except to the periods involved (except as approved by extent provided in the aforementioned firm of accountants and disclosed therein)notes to said financial statements. (iib) The reconciliation of the financial statements described in Section 7.10(a) giving effect to the Enthusiast Divestiture and related corporate allocations accurately presents the pro forma consolidated balance sheet financial position and results of operations of the Parent Borrower and its Subsidiaries as in accordance with GAAP consistently applied for the applicable periods. (c) The unaudited consolidated balance sheets and related statements of December 31income, 2011 stockholders’ equity and cash flows of the Borrower (after giving effect to the Transaction Enthusiast Divestiture) for the fiscal quarter ending March 31, 2007 and for the financing therefor)months of April and May 2007, a copy of which has been furnished to were prepared in accordance with, or reconciled to, GAAP consistently applied with the Lenders prior to financial statements described in Section 7.09(a) and present fairly the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent Borrower at the dates of said statements and its Subsidiaries as of such datethe results for the periods covered thereby. (bd) Since December 31, 20112006 and after giving effect to the consummation of the Transactions, nothing the incurrence of Indebtedness hereunder and the other transactions contemplated hereby, there has occurred that been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. The audited Consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended December 31, 2004 and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries (i) The audited consolidated balance sheets of were prepared in accordance with generally accepted accounting principles consistently applied throughout the Parent period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, (ii) fairly present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent Company and its Subsidiaries as of December the date thereof and their results of operations for the period covered thereby in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The unaudited Consolidated financial statements of the Company and its Subsidiaries dated March 31, 2011 2005, and the related Consolidated statements of income or operations, and cash flows for the three months ended on March 31, 2005 (after giving effect i) were prepared in accordance with generally accepted accounting principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to normal year-end audit adjustments and to the Transaction fact that such financial statements may be abbreviated and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate may omit footnotes or contain incomplete footnotes; and (ii) fairly present in all material respects the financial condition of the pro forma consolidated financial position of the Parent Company and its Subsidiaries as of such date. (b) the date thereof and their results of operations for the period covered thereby. Since December 31, 20112004 there has been no change in the business, nothing has occurred results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) The All audited consolidated balance sheets year-end ----------------------------------------- financial statements heretofore delivered by the Company to Purchaser showing historical performance of the Parent and its Subsidiaries as at Company for each of the fiscal years ended on or before December 31, 2011 1999 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30December 31, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date2000, and any unaudited quarterly financial statements heretofore delivered by the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes theretoCompany to Purchaser, have been prepared in accordance with GAAP applied consistently on a basis consistent throughout the periods involved (involved, except as approved by otherwise noted therein, and subject to ordinary, good-faith year-end audit adjustments (none of which is material) and the aforementioned firm absence of accountants and disclosed therein). (ii) The pro forma footnotes in the case of any such quarterly financial statements. Each of such financial statements fairly presents in all material respects on a consolidated balance sheet basis the financial condition of the Parent Company and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction dates thereof and the financing therefor), a copy results of which has been furnished to operations and cash flows for the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent periods covered thereby. The Company and its Subsidiaries included in such financial statements have no liabilities (absolute, accrued, contingent or otherwise) material to the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole, other than those disclosed in the Company Disclosure Schedule or in such financial statements referred to in this Section 5.5 or in comments or footnotes thereto. ----------- Since September 30, 2001, there has been no (i) material change by the Company in its accounting principles or practices, except as required by concurrent changes in GAAP or (ii) revaluation by the Company of such dateany of its assets or accounts receivable, other than in the ordinary course of business and consistent with past practice. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.