Common use of Financial Statements; Financial Condition Clause in Contracts

Financial Statements; Financial Condition. (i) A copy of the draft unaudited Financial Statements of the Borrower Entities for the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition. (ia) A copy As of their respective dates, the draft unaudited Financial Statements consolidated financial statements of the Borrower Entities for and its Subsidiaries included in the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared SEC Documents complied as to present fairly form in all material respects with applicable accounting requirements and the financial condition, results of operations published rules and other information reflected therein as regulations of the date thereof and to SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP (subject subject, in the case of unaudited quarterly financial statements, to normal year year-end audit adjustments that are not material individually or in the aggregate), and omission fairly present in all material respects the consolidated financial position of footnotes the Borrower and statement its Subsidiaries as of shareholderthe dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (b) There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (i) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s equity); or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (ii) A copy that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. (c) The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the audited consolidated Financial Statements Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the CBII Entities for SEC and as required by the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants applicable rules and guidance of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file or like qualification will be required to file any agreement, note, lease, mortgage, deed or exception and without any qualification or exception as other instrument entered into prior to the scope date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10- Q or Form 10-K) filed prior to the date this representation is made (the date of such audit in connection with such Financial Statements); balance sheet, the “Latest Balance Sheet Date”) and (iii) A copy liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (e) The pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a reasonable basis for presenting the significant effects directly attributable to the transactions or (f) Since the Latest Balance Sheet Date, (i) there has been no Material Adverse Effect or any event or circumstance that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and (ii) no Loan Party nor any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the most recently completed annual report ordinary course of business, and (Form 5500 Seriesiii) filed with the Employee Benefits Security Administration with respect Borrower has not declared, paid or made any dividends or other distributions to each Pension Plan holders of any applicable Loan Parties;its Stock. (ivg) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and All financial performance projections included in any event to include (A) projected Capital Expenditures and (B) annual projections of SEC Document or otherwise publicly disclosed by the Borrower represent the Borrower’s compliance with the Financial Covenants; (v) A certificate executed good faith estimate of future financial performance and are based on assumptions believed by the Chief Accounting OfficerBorrower to be fair and reasonable in light of current market conditions, Chief Financial Officer or Treasurer of it being acknowledged and agreed by Agent and the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information Lenders that projections as to possible contingent liabilities, tax matters, environmental matters future events are not to be viewed as facts and obligations for employee benefits that the actual results during the period or periods covered by such projections may differ from the projected results and compensationsuch differences may be material.

Financial Statements; Financial Condition. (i) A copy As of their respective dates, the draft unaudited Financial Statements consolidated financial statements of the Borrower Entities for and its Subsidiaries included in the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared SEC Documents complied as to present fairly form in all material respects with applicable accounting requirements and the financial condition, results of operations published rules and other information reflected therein as regulations of the date thereof and to SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP Accounting Principles (subject subject, in the case of unaudited quarterly financial statements, to normal year year-end audit adjustments that are not material individually or in the aggregate and omission lack of footnotes footnote disclosures), and statement of shareholder’s equity); (ii) A copy fairly present in all material respects the consolidated financial position of the audited consolidated Financial Statements Borrower and its Subsidiaries as of the CBII Entities dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP periods specified. There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (a) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (b) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent public accountants of recognized national standing the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and registered with as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (without United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. If applicable, the pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a “going concern” or like qualification or exception and without any qualification or exception as reasonable basis for presenting the significant effects directly attributable to the scope transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of such audit those adjustments to the corresponding historical financial statement amounts. Except as a result of, and in connection with such Financial Statements); (iii) A copy with, the Chapter 11 Cases, since the date of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, latest balance sheet included in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the Financial Covenants; date this representation is made (vthe date of such balance sheet, the “Latest Balance Sheet Date”) A certificate executed or as otherwise disclosed in any SEC Document, (i) no Loan Party or any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the ordinary course of business, except as permitted by this Agreement and (ii) the Borrower has not declared, paid or made any dividends or other distributions to holders of its Stock, except as permitted by this Agreement. All financial performance projections included in any SEC Document or otherwise publicly disclosed by the Chief Accounting Officer, Chief Financial Officer or Treasurer Borrower represent the Borrower’s good faith estimate of future financial performance and are based on assumptions believed by the Borrower which certifies thatto be fair and reasonable in light of current market conditions, as of it being acknowledged and agreed by Agent and the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information Lenders that projections as to possible contingent liabilities, tax matters, environmental matters future events are not to be viewed as facts and obligations for employee benefits that the actual results during the period or periods covered by such projections may differ from the projected results and compensationsuch differences may be material.

Financial Statements; Financial Condition. (i) A copy of the draft unaudited Financial Statements of the Borrower Entities for the fiscal year to date period ended December 31September 30, 2007 2004 (prepared on a consolidated basis), prepared in each case certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year year-end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) A copy of the audited consolidated Financial Statements of the CBII Borrower Entities for the fiscal year ended December 31, 2007 2003 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy of the unaudited Financial Statements of the CBII Entities for the fiscal year to date period ended September 30, 2004 (prepared on a consolidated basis), in each case certified by the Chief Accounting Officer or Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and omission of footnotes); (iv) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2003 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (v) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties, certified on behalf of the applicable Loan Party; (ivvi) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Closing Date through December 31, 2012, the Revolving Loan Maturity Date together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (vvii) A certificate Compliance Certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which (A) certifies that, as of the Effective Date before and after giving pro forma effect to the TransactionClosing Date, no Default has occurred and is continuing, and (B) sets forth, for the fiscal period ended September 30, 2004, the calculation of the Financial Covenants; and (viviii) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition. (a) (i) A copy The audited consolidated balance sheets of the draft unaudited Financial Statements of the Borrower Entities for the fiscal year ended Parent and its Subsidiaries at December 31, 2007 2019 and December 31, 2018 and the related consolidated statements of income and cash flows and changes in stockholder’s equity of Parent for the two (prepared 2) fiscal years of Parent ended on a consolidated basis)such dates, prepared in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition, position of Parent and its Subsidiaries at the dates of said financial statements and the results of operations for the respective periods covered thereby except as set forth on Schedule 3.05 and other information reflected therein (ii) the unaudited consolidated balance sheet of Parent as at March 31, 2020 and the related consolidated statements of income and cash flows and changes in stockholders’ equity of Parent for the three-month period ended on such date, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial condition of Parent and its Subsidiaries at the date thereof of said financial statements and the results of operations for the respective periods covered thereby, subject to normal year-end adjustments and the absence of footnotes. All such financial statements have been prepared in accordance with GAAP (subject consistently applied and subject, in the case of the unaudited financial statements, to normal year year-end audit adjustments and omission the absence of footnotes footnotes. (b) On the Closing Date, and statement after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (i) the sum of shareholder’s equity); the fair value of the assets, of Parent and its Subsidiaries (taken as a whole) will exceed the sum of their debts, (ii) A copy Parent and its Subsidiaries (taken as a whole) as of the audited consolidated Financial Statements Closing Date do not have debts outstanding, and do not intend to incur further debts, beyond their ability to pay such debts as such debts mature in the ordinary course of the CBII Entities for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing business and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy the capital of Parent and its Subsidiaries (taken as a whole) is not unreasonably small in relation to the most recently completed annual report business of Parent or its Subsidiaries (Form 5500 Seriestaken as a whole) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, contemplated as of the Effective Date before Closing Date. For purposes of this Section 3.05(b), “debt” means any liability on a claim, and after giving pro forma effect “claim” means (a) right to the Transactionpayment, no Default has occurred and whether or not such a right is continuing; and reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (vib) Such other financialright to an equitable remedy for breach of performance if such breach gives rise to a payment, business and other information regarding the CBII Entities as the Administrative Agentwhether or not such right to an equitable remedy is reduced to judgment, the L/C Issuerfixed, the Swing Line Lender contingent, matured, unmatured, disputed, undisputed, secured or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensationunsecured.

Financial Statements; Financial Condition. (i) A copy As of their respective dates, the draft unaudited Financial Statements consolidated financial statements of the Borrower Entities for and its Subsidiaries included in the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared SEC Documents complied as to present fairly form in all material respects with applicable accounting requirements and the financial condition, results of operations published rules and other information reflected therein as regulations of the date thereof and to SEC (including Regulation S-X) with respect thereto. Such financial statements have been prepared in accordance with GAAP Accounting Principles (subject subject, in the case of unaudited quarterly financial statements, to normal year year-end audit adjustments that are not material individually or in the aggregate and omission lack of footnotes footnote disclosures), and statement of shareholder’s equity); (ii) A copy fairly present in all material respects the consolidated financial position of the audited consolidated Financial Statements Borrower and its Subsidiaries as of the CBII Entities dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP periods specified. There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (a) may have a material current or, to any of the Loan Parties’ or any of their Subsidiaries’ knowledge, future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (b) that are required to be disclosed by the Borrower in the SEC Documents that have not been so disclosed in the SEC Documents. The accounting firm that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent public accountants of recognized national standing the Borrower pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC and registered with as required by the applicable rules and guidance of the Public Company Accounting Oversight Board (without United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. If applicable, the pro forma financial statements included in the SEC Documents (including by way of incorporation by reference) comply, in all material respects, with the applicable requirements of Regulation S-X promulgated by the SEC, the assumptions used in preparing such pro forma financial statements provide a “going concern” or like qualification or exception and without any qualification or exception as reasonable basis for presenting the significant effects directly attributable to the scope transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. Since the date of the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the date this representation is made (the date of such audit balance sheet, the “Latest Balance Sheet Date”) or as otherwise disclosed in connection with such Financial Statements); any SEC Document, (i) there has been no Material Adverse Effect or any event or circumstance that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) no Loan Party nor any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the ordinary course of business, except as permitted by this Agreement and (iii) A copy the Borrower has not declared, paid or made any dividends or other distributions to holders of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities its Stock, except as permitted by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and this Agreement. All financial performance projections included in any event to include (A) projected Capital Expenditures and (B) annual projections of SEC Document or otherwise publicly disclosed by the Borrower represent the Borrower’s compliance with the Financial Covenants; (v) A certificate executed good faith estimate of future financial performance and are based on assumptions believed by the Chief Accounting OfficerBorrower to be fair and reasonable in light of current market conditions, Chief Financial Officer or Treasurer of it being acknowledged and agreed by Agent and the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information Lenders that projections as to possible contingent liabilities, tax matters, environmental matters future events are not to be viewed as facts and obligations for employee benefits that the actual results during the period or periods covered by such projections may differ from the projected results and compensationsuch differences may be material.

Financial Statements; Financial Condition. (i) A copy The audited consolidated balance sheet of Borrower and its Subsidiaries at December 31, 2022 and the draft unaudited Financial Statements related consolidated statements of the income and cash flows and changes in stockholder’s equity of Borrower Entities for the fiscal year of Borrower ended on such date, in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of Borrower and its Subsidiaries at the date of said financial statements and the results of operations for the period covered thereby, (ii) the unaudited consolidated balance sheet of Borrower as at September 30, 2023 and the related consolidated statements of income and cash flows and changes in stockholders’ equity of Borrower for the three-month period ended on such date, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial condition of Borrower and its Subsidiaries at the date of said financial statements and the results of operations for the respective periods covered thereby, subject to normal year-end adjustments and the absence of footnotes, and (iii) the preliminary unaudited consolidated balance sheet of Borrower and its Subsidiaries at December 31, 2007 (prepared 2023 and the related preliminary consolidated statements of income and cash flows and changes in stockholder’s equity of Borrower for the fiscal year of Borrower ended on a consolidated basis)such date, prepared in each case furnished to the Administrative Agent for delivery to the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial condition, position of Borrower and its Subsidiaries at the date of said financial statements and the results of operations and other information reflected therein as of for the date thereof and to period covered thereby. All such financial statements have been prepared in accordance with GAAP (subject consistently applied and subject, in the case of the unaudited financial statements, to normal year year-end audit adjustments and omission the absence of footnotes footnotes. (b) On the Closing Date, and statement after giving effect to the Transactions and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (i) the sum of shareholder’s equity); the fair value of the assets, of Borrower and its Subsidiaries (taken as a whole) will exceed the sum of their debts, (ii) A copy Borrower and its Subsidiaries (taken as a whole) as of the audited consolidated Financial Statements Closing Date do not have debts outstanding, and do not intend to incur further debts, beyond their ability to pay such debts as such debts mature in the ordinary course of the CBII Entities for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing business and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy the capital of Borrower and its Subsidiaries (taken as a whole) is not unreasonably small in relation to the most recently completed annual report business of Borrower or its Subsidiaries (Form 5500 Seriestaken as a whole) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, contemplated as of the Effective Date before Closing Date. For purposes of this Section 3.05(b), “debt” means any liability on a claim, and after giving pro forma effect “claim” means (a) right to the Transactionpayment, no Default has occurred and whether or not such a right is continuing; and reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (vib) Such other financialright to an equitable remedy for breach of performance if such breach gives rise to a payment, business and other information regarding the CBII Entities as the Administrative Agentwhether or not such right to an equitable remedy is reduced to judgment, the L/C Issuerfixed, the Swing Line Lender contingent, matured, unmatured, disputed, undisputed, secured or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensationunsecured.

Financial Statements; Financial Condition. (i) A copy of the draft unaudited Financial Statements of the Borrower Entities for the fiscal year ended December 31, 2007 2010 (prepared on a consolidated basis), prepared to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2007 2010 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition. (ia) A copy As of their respective dates, the draft unaudited Financial Statements consolidated financial statements of the Borrower Entities for and its Subsidiaries included in the fiscal year ended December 31, 2007 most recently filed annual report on Form 10-K and quarterly report on Form 10-Q (prepared on a consolidated basis), prepared the “Subject Financials”) complied as to present fairly form in all material respects with applicable accounting requirements and the financial condition, results of operations published rules and other information reflected therein as regulations of the date thereof and to SEC (including Regulation S-X) with respect thereto. The Subject Financials have been prepared in accordance with GAAP (subject subject, in the case of unaudited quarterly financial statements, to normal year year-end audit adjustments that are not material individually or in the aggregate), and omission fairly present in all material respects the consolidated financial position of footnotes the Borrower and statement its Subsidiaries as of shareholder’s equity);the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (iib) A copy There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (a) may have a material current or, to any of the audited Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (b) that are required to be disclosed by the Borrower in the Subject Financials that have not been so disclosed in the Subject Financials. (c) The accounting firm that expressed its opinion with respect to the consolidated Financial Statements financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the CBII Entities for Borrower pursuant to the fiscal year ended December 31, 2007 reported on standards set forth in Rule 2-01 of Regulation S-X promulgated by Ernst & Young LLP or other independent public accountants the SEC and as required by the applicable rules and guidance of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file any agreement, note, lease, mortgage, deed or like qualification or exception and without any qualification or exception as other instrument entered into prior to the scope date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. (e) Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the date this representation is made (the date of such audit in connection with such Financial Statementsbalance sheet, the “Latest Balance Sheet Date”); , (iii) A copy liabilities incurred in the ordinary course of business since the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; Latest Balance Sheet Date and (iv) A copy liabilities incurred after the Latest Balance Sheet Date and disclosed in the SEC Documents, the Borrower and its Subsidiaries do not have any other material liabilities (whether fixed or unfixed, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (f) Since the Latest Balance Sheet Date, (i) there has been no Material Adverse Effect or any event or circumstance that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) no Loan Party nor any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the ordinary course of business (except as disclosed in the SEC Documents), and the Administrative Agent’s and Required Lenders’ satisfactory review of(iii) the budget and projected Financial Statements Borrower has not declared, paid or made any dividends or other distributions to holders of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensationits Stock.

Financial Statements; Financial Condition. (i) A copy of the draft unaudited Financial Statements Statement of the Borrower Entities for the fiscal year to date period ended December March 31, 2007 2005 (prepared on a consolidated basis), prepared in each case certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year year-end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) A copy of the audited consolidated Financial Statements of the CBII Borrower Entities for the fiscal year ended December 31, 2007 2004 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy of the unaudited Financial Statement of the CBII Entities for the fiscal year to date period ended March 31, 2005 (prepared on a consolidated basis), in each case certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and omission of footnotes and the statement of shareholders’ equity); (iv) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2004 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (v) A copy of the audited combined Financial Statements of the Companies and their respective Subsidiaries for the fiscal year ended January 1, 2005 reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (vi) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties, certified on behalf of the applicable Loan Party; (ivvii) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, 2009 together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (vviii) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuingcontinuing (other than a Default which results from a Material Adverse Change of CBII or the Borrower); and (viix) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C IssuerIssuers, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition. (ia) A copy As of their respective dates, the draft unaudited Financial Statements consolidated financial statements of the Borrower Entities for and its Subsidiaries included in the fiscal year ended December 31, 2007 most recently filed annual report on Form 10-K and quarterly report on Form 10-Q (prepared on a consolidated basis), prepared the “Subject Financials”) complied as to present fairly form in all material respects with applicable accounting requirements and the financial condition, results of operations published rules and other information reflected therein as regulations of the date thereof and to SEC (including Regulation S-X) with respect thereto. The Subject Financials have been prepared in accordance with GAAP (subject subject, in the case of unaudited quarterly financial statements, to normal year year-end audit adjustments that are not material individually or in the aggregate), and omission fairly present in all material respects the consolidated financial position of footnotes the Borrower and statement its Subsidiaries as of shareholder’s equity);the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods specified. (iib) A copy There are no material off-balance sheet arrangements or any relationships with unconsolidated entities or other Persons that (a) may have a material current or, to any of the audited Loan Parties’ or any of their Subsidiaries’ knowledge, material future effect on any Loan Party’s or any of its Subsidiaries’ financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses or (b) that are required to be disclosed by the Borrower in the Subject Financials that have not been so disclosed in the Subject Financials. (c) The accounting firm that expressed its opinion with respect to the consolidated Financial Statements financial statements included in the Borrower’s most recently filed annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly report on Form 10-Q, was independent of the CBII Entities for Borrower pursuant to the fiscal year ended December 31, 2007 reported on standards set forth in Rule 2-01 of Regulation S-X promulgated by Ernst & Young LLP or other independent public accountants the SEC and as required by the applicable rules and guidance of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations of the SEC. (d) Neither the Borrower nor any of its Subsidiaries is required to file any agreement, note, lease, mortgage, deed or like qualification or exception and without any qualification or exception as other instrument entered into prior to the scope date this representation is made and to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed with the SEC under the Exchange Act. (e) Other than (i) the liabilities assumed or created pursuant to this Agreement and the other Facility Documents, (ii) liabilities accrued for in the latest balance sheet included in the Borrower’s most recent periodic report (on Form 10-Q or Form 10-K) filed prior to the date this representation is made (the date of such audit in connection with such Financial Statements); balance sheet, the “Latest Balance Sheet Date”) and (iii) A copy liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date, the Borrower and its Subsidiaries do not have any other material liabilities (whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless of when any Proceeding with respect thereto is instituted). (f) Since the Latest Balance Sheet Date, (i) there has been no Material Adverse Effect or any event or circumstance that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (ii) no Loan Party nor any of its Subsidiaries has sold any material assets, or entered into any material transactions, outside of the most recently completed annual report ordinary course of business, and (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review ofiii) the budget and projected Financial Statements Borrower has not declared, paid or made any dividends or other distributions to holders of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensationits Stock.