Common use of Financial Statements; Projections Clause in Contracts

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Reporting Companies for Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the most recent Fiscal Year endedAdministrative Agent, and the related a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of the Parent and cash flows its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies Parent and its Subsidiaries as of the date thereof and their the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustmentsexcept as expressly noted therein, and (iii) show all material Debts Indebtedness and other liabilities, direct or contingent, of the Reporting Companies Parent and its Subsidiaries as of the date of such financial statementsthereof, including liabilities for taxesall federal and other material Taxes, material commitments and DebtIndebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has been furnished to the Administrative Agent (for distribution to each Lender, fairly presents of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet sheets and statements of income or operations and cash flows of the Reporting Companies delivered pursuant Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to Section 7.1(j) the transactions contemplated hereby. Such projections were prepared in good faith and based on the basis of the assumptions stated therein, which assumptions were fair that are believed in good faith to be reasonable in light of the conditions existing at the time of delivery of such forecasts, facts and represented, at the time of delivery, Borrowers’ good faith estimate circumstances known on and as of the Reporting Companies’ future financial condition and performance; Closing Date (it being understood and agreed that such projections may vary from are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results and that such variances may be materialmaterially differ from the projections).

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, Each Arranger and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including Lenders shall have received (1) the notes thereto, Section 6.12(b) Statements (as described more particularly defined in the Historical Financial StatementsMerger Agreement) for Target’s 2006 fiscal year, copies of which have been furnished to each Lender (i2) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the Reporting Companies close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to Section 7.1(jclause (2) were above, in each case prepared in good faith as if the transactions contemplated by this Agreement had been consummated on the basis last day of the assumptions stated thereinrespective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which assumptions were fair in light of projections shall (x) reflect the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future forecasted consolidated financial condition of Company and performance; it being its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such projections matters may vary from actual results and have on the information set forth in such financial statements except to the extent that any such variances may be materialfinancial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

Financial Statements; Projections. (a) The Company has delivered to the Investors the final but yet-to-be-signed draft of audited consolidated balance sheet, income statement and consolidating balance sheet cash flow statement of the Reporting Companies WFOE as at December 31, 2004 and 2005, for the most recent Fiscal Year endedfiscal years then ended (which financial statements have been prepared and audited and will be certified by a firm of independent certified public accountants of recognized international standing and reputation selected by the Company and acceptable to the Investors), and as well as the related unaudited consolidated and consolidating statements of balance sheet, income or operations, shareholders’ equity statement and cash flows flow statement of the WFOE as at and for such Fiscal Yearthe 3-month period ended March 31, including 2006 (collectively, the notes thereto, as described more particularly in the Historical “Financial Statements, copies of which have been furnished to each Lender ”). Such Financial Statements (i) were prepared are in accordance with GAAP consistently applied throughout the period covered therebybooks and records of the applicable Group Company, except as otherwise expressly noted therein; (ii) are true, correct and complete and present fairly present the financial condition of the Reporting Companies as of such Group Company at the date thereof or dates therein indicated and their the results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyor periods therein specified, except as otherwise expressly noted therein; and (iii) show have been prepared in accordance with the International Financial Reporting Standards applied on a consistent basis (“IFRS”), except as to the unaudited consolidated financial statements, for the omission of notes thereto and normal year-end audit adjustments. Specifically, but not by way of limitation, the respective balance sheets of the Financial Statements disclose all of the respective Group Company’s material Debts debts, liabilities and other obligations of any nature, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, direct or contingentaccrued liabilities, and contingent liabilities) to the extent such debts, liabilities and obligations are required to be disclosed in accordance with IFRS. Each Group Company has good and marketable title to all assets set forth on the balance sheets of the Reporting Companies respective Financial Statements, except for such assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as disclosed in the Financial Statements, none of the date thereof, including liabilities for taxes, material commitments Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and Debtwill continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles as required in the jurisdiction where it is incorporated. (b) The unaudited consolidated financial projections and consolidating balance sheet of business plan provided by the Reporting Companies for WFOE to the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished Investors prior to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof hereof were reasonably prepared on a basis reflecting management’s best estimates, assumptions and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and representedjudgments, at the time of deliveryprovided to the Investors, Borrowers’ good faith estimate as to the future financial performance of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialPRC Group.

Financial Statements; Projections. (a) The Sellers have delivered to Purchaser copies of the audited consolidated balance sheets of Parent as at December 31, 2003 and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, 2004 and the related audited consolidated and consolidating statements of income or operations, shareholders’ equity and of cash flows of Parent for the fiscal years then ended (such Fiscal Yearaudited statements, including the related notes and schedules thereto, are referred to herein as described more particularly in the Historical "Financial Statements, copies of which "). The Financial Statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout and present fairly in all material respects the period covered therebyconsolidated financial position, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations and cash flows of Parent as at the dates and for the period covered thereby in accordance with GAAP consistently applied throughout periods indicated. For the period covered therebypurposes hereof, except the audited consolidated balance sheet of Parent as otherwise expressly noted therein; at December 31, 2004 is referred to as the "Balance Sheet" and (iii) show all material Debts and other liabilitiesDecember 31, direct or contingent, of 2004 is referred to as the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt"Balance Sheet Date." (b) The Sellers have delivered to Purchaser the unaudited consolidated statement of gross revenues, net revenues and consolidating balance sheet direct costs of the Reporting Companies Business for the most recent Fiscal Quarter endedfiscal year ended December 31, 2004 and the related consolidated interim period ended March 31, 2005 (collectively, the "Financial Statements of the Business"). The gross revenues, net revenues and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly direct costs included in the Historical Financial Statements, copies Statements of which have been furnished to each Lender (i) the Business were prepared in accordance with GAAP consistently applied throughout Parent's applicable accounting policies, which are consistent with and based upon GAAP, via Parent's compliance with GAAP, and present fairly in all material respects the period covered therebygross revenues, except as otherwise expressly noted therein, (ii) fairly present the financial condition net revenues and direct costs of the Reporting Companies as of the date thereof and their results of operations Business for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debtperiods indicated. (c) The consolidated Except as disclosed in Schedule 5.5(c), Parent has made all required filings with the U.S. Securities and consolidating pro forma balance sheet Exchange Commission (the "SEC") since January 1, 2004 through the date hereof. Except as disclosed in Schedule 5.5(c), to the Knowledge of Sellers, as of their respective dates, all such filings complied as to form in all material respects with the requirements of the Reporting Companies Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of August 31the SEC promulgated thereunder applicable to such SEC filings, 2018and such SEC filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, a copy in light of the circumstances under which has been furnished they were made, not misleading. Except as disclosed in Schedule 5.5(c), to the Knowledge of Sellers, the financial statements set forth in such SEC filings comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC promulgated under the Exchange Act, including Regulation S-X. Except as disclosed in Schedule 5.5(c), to the Knowledge of Sellers, with respect to each LenderAnnual Report on Form 10-K and each Quarterly Report on Form 10-Q included in such SEC filings, the financial statements and other financial information included in such reports fairly presents present in all material respects the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecastsParent as of, and representedfor, at the time periods presented in the SEC filings. The reports of deliveryParent's independent auditors regarding Parent's consolidated financial statements in the SEC filings have not been withdrawn, Borrowers’ good faith estimate supplemented or modified, and none of the Reporting Companies’ future financial condition and performance; it being understood that Parent or any of its Subsidiaries has received any written communication from its independent auditors concerning any such projections may vary from actual results and that such variances may be materialwithdrawal, supplement or modification.

Financial Statements; Projections. (a) The audited Borrower has heretofore delivered to the Lenders the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholders’ stockholders' equity and cash flows of Borrower (x) as of and for such Fiscal Yearthe fiscal years ended December 31, including 2001, 2002 and 2003, audited by and accompanied by the notes theretounqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and (y) as described more particularly of and for the three-month period ended March 31, 2004 and for the comparable period of the preceding fiscal year, in each case, certified by the Historical Financial Statements, copies chief financial officer of which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and present fairly present and accurately the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate, subject to year-end audit adjustments and the absence of footnotes in accordance with GAAP consistently applied throughout the period covered therebycase of the statements referred to in clause (y) above. Except as set forth in such financial statements or in the notes thereto, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesafter giving effect to the Transactions, direct or there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Reporting Companies as of Loan Documents and the date thereof, including liabilities for taxes, material commitments and DebtSenior Subordinated Note Documents. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), Borrower has heretofore delivered to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating Lenders Borrower's unaudited pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows and pro forma EBITDA for the fiscal year ended December 31, 2003, as of and for the three-month period ended March 31, 2004 and for the latest four-quarter period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Reporting Companies delivered pursuant to Section 7.1(j) were balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the basis of the assumptions stated therein, therein (which assumptions were fair in light are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the conditions existing at the time date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly the pro forma consolidated financial position and results of operations of Borrower as of such forecastsdate and for such periods, and represented, assuming that the Transactions had occurred at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; such dates (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and that no guarantee can be given that such projections may vary from actual results will be realized). (c) The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders for the period January 1, 2004 through December 31, 2008 have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and that no guarantee can be given that such variances may projections will be materialrealized). (d) Since December 31, 2003, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) The Complete copies of the Company's audited consolidated and consolidating financial statements consisting of the balance sheet of the Reporting Companies for the most recent Fiscal Year endedCompany as at August 30, 2020, and the related consolidated and consolidating statements of income or operationsand retained earnings, shareholders’ stockholders' equity and cash flows flow for such Fiscal Yearthe years then ended (the "Audited Financial Statements"), including and unaudited financial statements consisting of the notes theretobalance sheet of the Company as at August 30, as described more particularly in 2020 and the Historical related statements of income and retained earnings, stockholders' equity and cash flow for the three month period ended November 30, 2020 (the "Interim Financial Statements" and together with the Audited Financial Statements, copies of which the "Financial Statements") are included as Exhibit A attached hereto/have been furnished delivered to each Lender (i) were Investor. The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered therebyinvolved, subject, in the case of clauses the Interim Financial Statements, to normal and recurring year-end adjustments (ithe effect of which will not be materially adverse) and (ii), to the absence of footnotes notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and to normal year‑end audit adjustmentsrecords of the Company, and (iii) show fairly present in all material Debts and other liabilities, direct or contingent, respects the financial condition of the Reporting Companies Company as of the date respective dates they were prepared and the results of such financial statements, including liabilities the operations of the Company for taxes, material commitments and Debt. (c) the periods indicated. The consolidated and consolidating pro forma audited balance sheet of the Reporting Companies Company as of August 3130, 20182020, a copy of which has been furnished is referred to each Lender, fairly presents herein as the consolidated "Balance Sheet" and consolidating pro forma financial condition the date thereof as the "Balance Sheet Date" and the balance sheet of the Reporting Companies Company as of such date November 30, 2020 is referred to herein as the "Interim Balance Sheet" and the consolidated date thereof as the "Interim Balance Sheet Date". The Company maintains a standard system of accounting established and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all administered in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The audited There has been furnished to the Lenders a consolidated and consolidating balance sheet of the Reporting Companies for Holdings and its Subsidiaries as of the most recent Fiscal Year endeddate of the Audited Financial Statements, and the related a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of Holdings and cash flows its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly and in the Historical Financial Statementscase of the consolidated financial statements, copies of which certified by Xxxxxx LLP. Such financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby Fiscal Year then ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes related thereto. (b) The There has been furnished to the Lenders an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the Reporting Companies for close of the most recent Fiscal Quarter endedMonth ending August 31, 2015 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of Holdings and its Subsidiaries as of the close of such Fiscal Month, shareholders’ equity in each case, certified by a Financial Officer of Holdings. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby, subject, in the case of clauses (i) subject to year-end and (ii), to quarterly adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct footnotes. There are no contingent liabilities of Holdings or contingent, of the Reporting Companies any Subsidiary as of such date involving material amounts, known to the date officers of Holdings or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to each Lenderthe Lenders willing to receive such information a 13-week cash flow forecast for the such period commencing on the Closing Date. To the knowledge of the Credit Parties, fairly presents as of the consolidated and consolidating Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma financial condition basis after giving effect to the transactions contemplated hereby. As of the Reporting Companies as Closing Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of such date and the consolidated and consolidating pro forma Credit Parties of the results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. and other information projected therein (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results are not a guarantee of future performance and that such variances may be materialfuture performance is subject to material contingencies, many of which are beyond the control of the Credit Parties).

Financial Statements; Projections. (a) The Administrative Borrower has heretofore delivered to the Lenders (I) the audited consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013, (II) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries as of the fiscal years ended December 31, 2012 and December 31, 2013 and (III) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries, in each case, for such Fiscal Yearthe fiscal quarter ended March 31, including the notes thereto2014. Such financial statements, as described more particularly in the Historical Financial Statementsand all financial statements delivered pursuant to Sections 5.01(a), copies of which (b) and (c), have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Reporting Companies Administrative Borrower and its Subsidiaries, in each case, as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject, in accordance with GAAP consistently applied throughout the period covered therebycase of interim financial statements, except to normal year-end audit adjustments and the absence of footnotes). Except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesset forth in such financial statements, direct or contingent, of the Reporting Companies as of the date thereofClosing Date, including there are no liabilities for taxesof Holdings, material commitments and Debtthe Administrative Borrower or any of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. (b) The Administrative Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated and consolidating balance sheet and related pro forma consolidated statement of income of the Reporting Companies Administrative Borrower and its Subsidiaries as of and for the most recent Fiscal Quarter endedtwelve-month period ended March 31, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender 2014 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subjectincluding, in the case of clauses the balance sheet, after giving effect to the Transactions as if they had occurred on June 30, 2014), in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (A) have been prepared in good faith by Holdings based upon (i) in each case, the assumptions stated therein (which assumptions are believed by Holdings on the Closing Date to be reasonable) and (ii), ) the best information available to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies Holdings as of the date of delivery thereof, (B) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions, and (C) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Administrative Borrower and its Subsidiaries, as of such financial statements, including liabilities date and for taxes, material commitments and Debtsuch period. (c) The consolidated and consolidating pro forma Administrative Borrower has heretofore delivered to the Lenders the forecasts of financial performance consisting of projected income statements, balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income sheets and cash flows of (x) Holdings and its Subsidiaries and (y) the Reporting Companies delivered pursuant to Section 7.1(jAdministrative Borrower and its Subsidiaries, in each case, for the fiscal years 2014–2018 (the “Projections”) were and the assumptions upon which the Projections are based. The Projections have been prepared in good faith on the basis of the by Holdings based upon assumptions stated therein, which assumptions were fair in light of the conditions existing that are reasonable at the time of delivery of such forecasts, made and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; related Projections are made available to the Lenders (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results reflected in such projections may vary from Projections will be achieved, that actual results may differ and that such variances differences may be material). (i) In the case of Credit Extensions made on the Closing Date, since December 31, 2013, there has not occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Closing Date Material Adverse Effect. (ii) In the case of Credit Extensions made after the Closing Date, since the Closing Date, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) The as soon as available, but not later than 90 days after the end of each fiscal year (or, in the case of the fiscal year ended December 31, 2017, not later than July 1, 2018), commencing with the fiscal year ended December 31, 2017, a copy of the audited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as at the most recent Fiscal Year ended, end of such year and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for such Fiscal Yearyear, including setting forth in each case in comparative form the notes theretofigures for the previous fiscal year, as described more particularly in and accompanied by the Historical Financial Statements, copies report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which have been furnished to each Lender report shall (i) were prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Reporting Companies SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the date thereof and their results end of operations such fiscal year as set forth in the Borrower’s report on Form 10-K for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; such fiscal year and (iii) show all not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material Debts and other liabilities, direct or contingent, portion of the Reporting Companies Borrower’s or any Subsidiary’s records; provided that (x) if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority, (y) such report may include a “going concern” qualification or like qualification or exception relating to an anticipated financial covenant default under this Agreement (including with respect to any Permitted Credit Agreement Refinancing Debt under this Agreement) or to an upcoming maturity date under this Agreement (including with respect to any Permitted Credit Agreement Refinancing Debt under this Agreement) and (z) such report may contain references (excluding formal qualifications) regarding audits performed by other auditors as contemplated by AU Section 543, Part of the date thereof, including liabilities for taxes, material commitments and Debt.Audit Performed by Other Independent Auditors (or any successor or similar standard under GAAP); (b) The unaudited consolidated and consolidating balance sheet as soon as available, but not later than 45 days after the end of each of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements first three fiscal quarters of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender fiscal year (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subjector, in the case of clauses (i) the fiscal quarter ending March 31, 2018, not later than July 1, 2018; provided that if a Form 10-Q for the fiscal quarter ending March 31, 2018 is not timely filed with the SEC, the financial statements for such fiscal quarter shall include customary management discussion and (iianalysis), to commencing with the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August fiscal quarter ending March 31, 2018, a copy of which has been furnished to each Lender, fairly presents the unaudited consolidated and consolidating pro forma financial condition balance sheet of the Reporting Companies Borrower and its Subsidiaries as of the end of such date fiscal quarter and the related consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to good faith year-end and audit adjustments and the absence of footnotes), the financial position and the results of operations of the Reporting Companies delivered pursuant to Section 7.1(jBorrower and its Subsidiaries; and (c) were prepared as soon as available, and in good faith on any event no later than 75 days after the basis end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2018, a detailed consolidated budget for the then current fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions stated thereinapplicable thereto) (collectively, the “Projections”), which assumptions were fair Projections shall in light each case be accompanied by a certificate of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood a Responsible Officer stating that such projections may vary from actual results Projections are based on reasonable estimates, information and assumptions and that such variances may be materialResponsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect.

Financial Statements; Projections. (a) The Administrative Borrower has heretofore delivered to the Lenders (i) the audited consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014, (ii) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for such Fiscal Yearpurposes of this clause, including the notes theretoRestricted Parent Subsidiaries and their respective Subsidiaries) as of the fiscal years ended December 31, as described more particularly 2016, December 31, 2015 and December 31, 2014 and (iii) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, for the Historical Financial Statementsfiscal quarter ended March 31, copies of which 2017. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c), have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Reporting Companies Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject, in accordance with GAAP consistently applied throughout the period covered therebycase of interim financial statements, except to normal year-end audit adjustments and the absence of footnotes). Except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesset forth in such financial statements, direct or contingent, of the Reporting Companies as of the date thereofClosing Date, including there are no liabilities for taxesof Holdings, material commitments and Debtthe Administrative Borrower or any of their respective Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. (b) The Administrative Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated and consolidating balance sheet and related pro forma consolidated statement of income of the Reporting Companies Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of and for the most recent Fiscal Quarter endedtwelve-month period ended March 31, and 2017, in each case after giving effect to the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for Transactions as if they had occurred on such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (a) have been prepared in good faith by the Administrative Borrower based upon (i) in each case, the assumptions stated therein (which assumptions are believed by the Administrative Borrower on the Closing Date to be reasonable) and (ii), ) the best information available to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies Administrative Borrower as of the date of delivery thereof, (b) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions, and (c) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Administrative Borrower and its Subsidiaries, as of such financial statements, including liabilities date and for taxes, material commitments and Debtsuch period. (c) The consolidated Administrative Borrower has heretofore delivered to the Lenders the forecasts of financial performance consisting of projected income statements, balance sheets and consolidating pro forma balance sheet cash flows of (x) Holdings and its Subsidiaries and (y) the Reporting Companies as Administrative Borrower and its Subsidiaries (including, for purposes of August 31this clause, 2018the Restricted Parent Subsidiaries and their respective Subsidiaries), a copy of which has been furnished to in each Lendercase, fairly presents for the consolidated and consolidating pro forma financial condition of fiscal years 2017–2021 (the Reporting Companies as of such date “Projections”) and the consolidated assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Administrative Borrower based upon assumptions that are reasonable at the time made and consolidating pro forma at the time the related Projections are made available to the Lenders (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results of operations of the Reporting Companies for the period ended on reflected in such dateProjections will be achieved, all in accordance with GAAPthat actual results may differ and that such differences may be material). (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Since December 31, 2016, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated thereinresult in, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materiala Material Adverse Effect.

Financial Statements; Projections. (a) The audited consolidated All financial statements delivered pursuant to Sections 5.01(a), (b) and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which (c) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and present fairly present and accurately the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in accordance with GAAP consistently applied throughout the period covered therebysuch financial statements, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesthere are no liabilities of any Company of any kind, direct or whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtcircumstances which could reasonably be expected to result in such a liability. (b) The unaudited consolidated Borrower has heretofore delivered to the Lenders (x) the final quality of earnings report for the Acquired Business prepared by Deloitte & Touche LLP (the “Deaconess D&T Report”) (and consolidating balance sheet consistent with the final quality of earnings reports for Specialty Pharma and New England, respectively, prepared by Deloitte & Touche LLP, and dated June 30, 2006 and July 26, 2006, respectively (the “Existing D&T Reports” and, together with the Deaconess D&T Report, the “D&T Reports”)), (y) audited financial statements of Deaconess Enterprises Inc. for each of the Reporting Companies three fiscal years immediately preceding the Acquisition and any unaudited financial statements requested by the Administrative Agent for the most recent Fiscal Quarter ended, any interim period or periods and the related consolidated (z) unaudited pro forma combined balance sheets and consolidating statements of income or operationsincome, shareholders’ equity pro forma EBITDA and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies other operating data of which have been furnished to each Lender (i) were Borrower, (ii) New England, (iii) Specialty Pharma and its Subsidiaries and (iv) the Target and its Subsidiaries, in each case, giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income. Such pro forma financial statements (A) have been prepared in good faith by the Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable) and (ii) the best information available to the Loan Parties as of the date of delivery thereof, (B) accurately reflect all adjustments required to be made to give effect to the Transactions, (C) have been prepared in accordance with GAAP consistently applied throughout (subject to normal year-end audit adjustments and the period covered therebyabsence of footnotes, except as otherwise expressly noted and other pro-forma expense adjustments contained therein), and (D) present fairly the pro forma consolidated financial position and results of operations of (i) Borrower and its Subsidiaries (other than, with respect to the Target, the Excluded Entities), (ii) fairly present New England, (iii) Specialty Pharma and its Subsidiaries and (iv) the financial condition of the Reporting Companies Target and its Subsidiaries, as applicable, in each case as of such date and for such periods, assuming that the date thereof Transactions had occurred at such dates. (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and their results of operations its Subsidiaries for the period covered thereby, subject, fiscal years 2006 – 2011 (the “Projections”). The Projections have been prepared in good faith by the case of clauses Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii)) accounting principles consistent with the historical audited financial statements of Specialty Pharma, to New England and the absence of footnotes Target, and to normal year‑end audit adjustmentstheir respective Subsidiaries, as the case may be, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies best information available to the Loan Parties as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date hereof and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPClosing Date. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Since December 31, 2005, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to Section 7.1(j) were prepared result in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materiala Material Adverse Effect.

Financial Statements; Projections. (a) The ARCap has delivered or otherwise made available to Purchaser copies of the audited consolidated balance sheets of ARCap as of December 31st for the fiscal years 2002 through 2005, inclusive, (the "Audited Balance Sheets") and consolidating the related audited consolidated statements of operations and cash flows of ARCap for the fiscal years 2002 through 2005, inclusive, in each case accompanied by the audit report of Ernst & Young LLP (the "Audited Financial Statements"). (b) ARCap has delivered or otherwise made available to Purchaser copies of an unaudited consolidated balance sheet of ARCap as of March 31, 2006 (the Reporting Companies for the most recent Fiscal Year ended, "Unaudited Balance Sheets") and the related unaudited consolidated and consolidating statements of income or operations, shareholders’ equity operations and cash flows of ARCap for the three (3) months then ended (the "Unaudited Financial Statements"). (c) ARCap has delivered or otherwise made available to Purchaser copies of the audited consolidated balance sheets of each Fund Reporting Entity as of December 31, 2005 for all fiscal years since inception, inclusive, (the "Fund Reporting Entities Audited Balance Sheets") and the related audited consolidated statements of operations and cash flows of each such Fiscal YearFund Reporting Entity for all fiscal years since inception, including inclusive, in each case accompanied by the notes theretoaudit report of Ernst & Young LLP (the "Fund Reporting Entities Audited Financial Statements"). (d) ARCap has delivered or otherwise made available to Purchaser copies of the unaudited balance sheets of each Fund Reporting Entity as of March 31, as described more particularly in 2006 (the Historical "Fund Reporting Entities Unaudited Balance Sheets" and together with the Audited Balance Sheets, the Unaudited Balance Sheets and the Fund Reporting Entities Audited Balance Sheets, the "Balance Sheets") and the related unaudited statements of operations and cash flows of each such Fund Reporting Entity for the three (3) months then ended (the "Fund Reporting Entities Unaudited Financial Statements", together with the Audited Financial Statements, copies the Unaudited Financial Statements, the Fund Reporting Entities Audited Financial Statements and the Balance Sheets, the "Financial Statements"). (e) As of which have been furnished the date hereof, ARESS has not issued any financial statement to each Lender any investor. (if) The Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as otherwise expressly noted therein; (iidisclosed in the footnotes thereto) fairly and present fairly, in all material respects, the financial condition position and results of operations and cash flows of ARCap, the Reporting Companies Fund Entities and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (cg) The consolidated Financial Statements were prepared from the books and consolidating pro forma balance sheet records of ARCap, the Reporting Companies Fund Entities and their respective Subsidiaries, as applicable, which books and records have been maintained in accordance with sound business practices and all applicable Laws and reflect all financial transactions of August 31ARCap, 2018, a copy of the Fund Entities and their respective Subsidiaries which has been furnished are required to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all be reflected in accordance with GAAP. Each of ARCap, the Fund Entities and their respective Subsidiaries, as applicable, maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management's authorization (including, with respect to the Fund Entities and their respective Subsidiaries, the authorization of the managing member thereof and required approval, if any, of any investment advisory or similar oversight committee, whether for interested party transactions or otherwise); (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of ARCap in accordance with GAAP and to maintain accountability for ARCap's consolidated assets; (iii) access to the assets of ARCap, the Fund Entities and their respective Subsidiaries is permitted only in accordance with management's authorization (including, with respect to the Fund Entities and their respective Subsidiaries, the authorization of the managing member thereof and required approval, if any, of any investment advisory or similar oversight committee, whether for interested party transactions or otherwise); (iv) the reporting of ARCap's, the Fund Entities' and their respective Subsidiaries' assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. To ARCap's Knowledge there are no significant deficiencies or material weaknesses in the design or operation of the internal control structure and procedures over financial reporting of ARCap, the Fund Entities or any of their respective Subsidiaries. (dh) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows Section 4.5(h) of the Reporting Companies delivered pursuant Disclosure Schedule sets forth a true, correct and complete copy of the projections relating to Section 7.1(j) were ARCap (the "Projections"). The Projections have been prepared by ARCap in good faith on faith. Notwithstanding the basis of foregoing, Purchaser expressly acknowledges that the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecastsProjections constitute management's estimates only, and representedare not and shall not constitute any guarantee or other assurance relating to the future performance of ARCap, at the time Fund Entities or any of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialtheir respective Subsidiaries.

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) The as soon as available, but not later than 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2010), a copy of the audited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as at the most recent Fiscal Year ended, end of such year and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for such Fiscal Yearyear, including setting forth in each case in comparative form the notes theretofigures for the previous fiscal year, as described more particularly in and accompanied by the Historical Financial Statements, copies report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which have been furnished to each Lender report shall (i) were prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Reporting Companies SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the date thereof and their results end of operations such fiscal year as set forth in the Borrower’s report on Form 10-K for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; such fiscal year and (iii) show all not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material Debts and other liabilities, direct or contingent, portion of the Reporting Companies as Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the date thereof, including liabilities for taxes, material commitments and Debt.exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) The as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2011), a copy of the unaudited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as of the most recent Fiscal Quarter ended, end of such fiscal quarter and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such Fiscal Quarterfiscal quarter, together with a consolidating income statement for such period, and certified by a Responsible Officer as described more particularly in the Historical Financial Statementsfairly presenting, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof subject to good faith year-end and their results of operations for the period covered thereby, subject, in the case of clauses (i) audit adjustments and (ii), to the absence of footnotes and to normal year‑end audit adjustmentsfootnotes), and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date position and the consolidated and consolidating pro forma results of operations of the Reporting Companies Borrower and its Subsidiaries; and (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, a detailed consolidated budget for the period ended on such date, all in accordance with GAAP. then current fiscal year (d) The including a projected consolidated and consolidating forecasted balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and cash flows a description of the Reporting Companies delivered pursuant to Section 7.1(junderlying assumptions applicable thereto) were prepared in good faith on (collectively, the basis of the assumptions stated therein“Projections”), which assumptions were fair Projections shall in light each case be accompanied by a certificate of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood a Responsible Officer stating that such projections may vary from actual results Projections are based on reasonable estimates, information and assumptions and that such variances may be materialResponsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect.

Financial Statements; Projections. (a) The audited Borrower has heretofore delivered to Lender the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender Borrower (i) were as of and for the fiscal years ended March 31, 2006, March 31, 2007 and March 31, 2008 audited by and accompanied by the unqualified opinion of KPMG LLP, independent registered public accounting firm, and (ii) as of and for the nine-month period ended December 31, 2008 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Section 5.01(a), Section 5.01(b) and Section 5.01(c) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) Regulation S-X and present fairly present and accurately in all material respects the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; periods to which they relate (subject to normal year-end audit adjustments and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes footnotes). Except as set forth in and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including there are no liabilities for taxesof any Company of any kind, material commitments whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and Debtthere is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) [Reserved.] (c) The consolidated Borrower has heretofore delivered to Lender the forecasts of financial performance of Borrower and consolidating pro forma balance sheet of its Subsidiaries for each fiscal quarter in the Reporting Companies as of August fiscal year ended March 31, 20182010, a copy of and for the fiscal years ended March 31, 2011 and March 31, 2012 (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which has been furnished to each Lender, fairly presents assumptions are believed by the consolidated and consolidating pro forma financial condition of Loan Parties on the Reporting Companies as of such date hereof and the consolidated Closing Date to be reasonable) and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance (ii) accounting principles consistent with GAAPBorrower’s historical audited financial statements. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Since December 31, 2008, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to Section 7.1(j) were prepared result in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materiala Material Adverse Effect.

Financial Statements; Projections. (a) The Each of (i) the audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedFinancial Statements delivered pursuant hereto, and the related audited consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such each Fiscal YearYear and (ii) the unaudited Financial Statements delivered pursuant hereto for the fiscal periods covered thereby, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender case: (iA) were prepared in accordance with GAAP consistently applied throughout the period respective periods covered thereby, except as otherwise expressly noted thereinsubject to, in the case of the unaudited Financial Statements, normal year-end adjustments and the lack of footnote disclosures; and (iiB) present fairly present in all material respects the consolidated financial condition of the Reporting Companies Consolidated Group as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and subject, however to any annual non-cash charge on earnings related to impairment of intangible assets determined by Borrowers through impairment testing in the normal course of their business in December of each Fiscal Year, after the succeeding year's budget is finalized (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt“Intangible Asset Impairment”). (b) The pro forma unaudited consolidated balance sheet of the Consolidated Group delivered on the Closing Date was prepared by Credit Parties giving pro forma effect to the funding of the Loans and the Related Transactions, was based on the unaudited consolidated and consolidating balance sheet sheets of the Reporting Companies for the most recent Fiscal Quarter endedConsolidated Group dated October 27, 2014, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were was prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except with only such adjustments thereto as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, would be required in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debta manner consistent with GAAP. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished All financial performance projections delivered to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Agent represent Borrowers’ good faith estimate of the Reporting Companies’ future financial condition performance and performance; it being understood that are based on assumptions believed by Borrowers to be fair and reasonable in light of current market conditions although the actual results during the period or periods covered by such projections may vary differ from actual results and that such variances may be materialthe projected results, subject to any Intangible Asset Impairment.

Financial Statements; Projections. (a) The Company has prepared and furnished to Buyer (i) the audited consolidated balance sheets of the Company as of December 31, 2004 and consolidating the related audited statements of income, stockholders’ equity and changes in financial position for the fiscal year then ended (ii) the unaudited balance sheet of the Reporting Companies for Company as of November 30, 2005 (the most recent Fiscal Year ended, “Most Recent Balance Sheet”) and the related consolidated and consolidating statements unaudited statement of income or operationsincome, shareholdersstockholders’ equity and cash flows changes in financial condition for such Fiscal Yearthe eleven months ended November 30, 2005, including any notes thereto (collectively, the notes thereto, as described more particularly in the Historical “Financial Statements”). The Financial Statements, copies of which including, without limitation, the notes thereto (if any), have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered therebyperiods indicated, except as otherwise expressly noted therein; (ii) and present fairly present in all material respects the financial condition and operating results of the Reporting Companies Company as of the date thereof and their results of operations dates indicated or for the period covered thereby periods indicated therein, except that the Most Recent Balance Sheet may not contain footnotes and is subject to normal year-end adjustments. All of the Financial Statements, including, without limitation, the notes thereto, referred to in this Section are in accordance with the books and records of the Company. The Company maintains and through the Closing Date will continue to maintain a system of accounting established and administered in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, a system of internal controls sufficient to provide reasonable assurance of the Reporting Companies as accuracy of financial information for the date thereof, including liabilities for taxes, material commitments and Debtpurpose of preparation of financial statements in accordance with GAAP. The Company is not a guarantor or indemnitor of any indebtedness of any other Person. (b) The unaudited consolidated and consolidating balance sheet Financial Forecast of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been Company previously furnished to each Lender (i) were Buyer was prepared in accordance with GAAP consistently applied throughout by the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared Company in good faith on the basis of the assumptions stated thereintherein and, which assumptions were fair in light except as set forth on the schedule previously furnished to Buyer by the Company, to the Knowledge of the conditions existing at Company, there is no fact or information that would make the time of delivery of such forecastsassumptions or the financial forecast contained therein misleading or inaccurate in any material respect. The Financial Forecast contains estimates only and the Company shall have no liability or responsibility whatsoever due to the Company’s failure to perform, and representedshall not be deemed to have guaranteed performance, at in accordance with the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialFinancial Forecast.

Financial Statements; Projections. (a) The audited consolidated Prior to the date hereof, the Company has delivered to the Investors true, correct and consolidating balance sheet complete copies of the Reporting Companies unaudited, consolidated balance sheets of the Company as of June 30, 1999, (the "Latest Balance Sheet" and such date being the "Latest Balance Sheet Date") and the related unaudited statements of income, stockholders' equity, cash flows and supplemental data for the most recent Fiscal Year six month period then ended, and true, correct and complete copies of the audited consolidated balance sheets of the Company for the fiscal years ended 1998, 1997 and 1996 and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and stockholders' equity, cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations supplemental data for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinfiscal periods then ended; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt.and (b) The unaudited consolidated and consolidating balance sheet of financial statements referenced in this Section 4.6 shall be collectively referred to in this Agreement as the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical "Financial Statements, copies of which have been furnished to each Lender ". The Financial Statements (i) were prepared are in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinBooks and Records of the Company, (ii) fairly present present, in all material respects, the consolidated financial condition of the Reporting Companies Company and its Subsidiaries as at the respective dates indicated and the results of operations, stockholders' equity and cash flows of the date thereof Company and their results of operations its Subsidiaries for the period respective periods indicated and (iii) have been prepared in accordance with the Relevant GAAP and consistently applied throughout the periods covered thereby, thereby subject, in the case of clauses (i) and (ii)unaudited Financial Statements, to the absence omission of footnotes and to normal year‑end year end audit adjustments, and which adjustments are not expected to be material (iii) show all material Debts and other liabilities, direct either individually or contingent, of in the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debtaggregate). (c) The consolidated projected and consolidating pro forma balance sheet financial data of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Company and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies its Subsidiaries for the period ended on such datecalendar year 1999, all in accordance with GAAP. (d) The consolidated and consolidating including forecasted balance sheet sheets and income statements and sources and uses of income cash for fiscal year 1999, the budget for calendar year 1999 and cash flows current estimates of the Reporting Companies delivered pursuant to Section 7.1(j) were individual project profitability, have all been prepared in good faith on faith, using assumptions which are reasonable. Such projections represent the basis Company's best estimate of the assumptions stated thereinfuture performance, which assumptions were fair in light of the conditions existing at the time of delivery of such forecastsrevenues, project completion margins and costs, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood Company has no reason to believe that such projections may vary from actual results and will not be substantially realized; provided, however, that the Company does not represent or warrant that such variances may projected results will be materialobtained.

Financial Statements; Projections. (a) The audited consolidated and consolidating Borrower has heretofore delivered to the Lenders (i) the unaudited balance sheet as of the Reporting Companies for the most recent Fiscal Year endedJuly 31, 2012 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows of Borrower for such Fiscal Yearthe month ended July 31, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; 2012 and (ii) fairly present the financial condition of the Reporting Companies as of the date thereof balance sheets and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies Borrower as of and for the fiscal year ended 2008 and the balance sheets and related statements of income and cash flows of Borrower for the fiscal years ended 2008 audited by and accompanied by the opinion of ParenteBeard, independent public accountants, and certified by the chief financial officer of the Borrower. Such financial statements and all financial statements delivered pursuant to Section 7.1(jSections 5.01(a) were and (b) have been prepared in accordance with GAAP (in the case of financial statements delivered pursuant to Sections 5.01 (a) and (b), subject to normal year-end audit adjustments and the absence of footnotes) and present fairly and in all material respects the financial condition and results of operations and cash flows of the Borrower, as of the dates and for the periods to which they relate. Except as set forth in such financial statements and other than the commencement of the Chapter 11 Case and the First Telecom Claim, there are no post-Petition Date liabilities of Borrower of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a post-Petition Date liability, other than liabilities under the Loan Documents. (b) The forecasts of financial performance of the Borrower, including the 13-Week Budget delivered on the Closing Date, projected income statements, statements of cash flows and balance sheets, furnished to the Lenders have been prepared in good faith on by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecastsBorrower, and representedbased on assumptions believed by the Borrower, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; to be reasonable (it being understood that such projections may vary from actual results forecasts are subject to uncertainties and contingencies and that such variances may no representation or warranty is given that any forecast will be materialrealized).

Financial Statements; Projections. Prior to the Initial Credit Event Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent with copies for each Bank: (a) The the audited consolidated Annual Statement of each Regulated Insurance Company which is a Material Subsidiary for the fiscal year ended December 31, 1998, prepared in accordance with SAP and consolidating as filed with the respective Applicable Insurance Regulatory Authority, which Annual Statements shall be satisfactory in form and substance to the Administrative Agent; (b) the unaudited Quarterly Statement of each Regulated Insurance Company which is a Material Subsidiary for the fiscal quarter ended June 30, 1999, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statements shall be satisfactory in form and substance to the Administrative Agent; (c) the audited balance sheet of (i) the Reporting Companies Borrower and its Subsidiaries (on a consolidated basis) and (ii) Chartwell and its Subsidiaries (on a consolidated basis), in each case for the most recent Fiscal Year endedfiscal year ended December 31, 1998, and the related consolidated and consolidating statements of income or operationsincome, shareholders’ of stockholders' equity and of cash flows for such Fiscal Yearflows, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were case prepared in accordance with GAAP consistently applied throughout GAAP; (d) the period covered thereby, except as otherwise expressly noted therein; unaudited balance sheet of (i) the Borrower and its Subsidiaries (on a consolidated basis) and (ii) fairly present the financial condition of the Reporting Companies as of the date thereof Chartwell and their results of operations its Subsidiaries (on a consolidated basis), in each case for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyfiscal quarter ended June 30, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended1999, and the related consolidated and consolidating unaudited statements of income or operationsincome, shareholders’ of stockholders' equity and of cash flows for such Fiscal Quarterflows, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were case prepared in accordance with GAAP consistently applied throughout GAAP; (e) projected financial statements for the period covered therebyBorrower and its Subsidiaries reflecting the projected financial condition, except as otherwise expressly noted therein, (ii) fairly present the financial condition income and expenses of the Reporting Companies as of the date thereof Borrower and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), its Subsidiaries after giving effect to the absence of footnotes Transaction and the other transactions contemplated hereby, which projected financial statements shall be reasonably satisfactory in form and substance to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt.Administrative Agent; and (cf) The consolidated and consolidating a pro forma balance sheet of the Reporting Companies Borrower, as of August 31September 30, 20181999, a copy of which has been furnished after giving effect to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of Transaction (as if the Reporting Companies as of Transaction had occurred prior to such date date) and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPother transactions contemplated hereby. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. Prior to the Initial Borrowing Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent with copies for each Bank: (ai) The the audited Annual Statement of each of SNIC, SPCC, CalComp, CBIC and CCIC for the fiscal year ended December 31, 1997, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Annual Statements shall be satisfactory in form and substance to the Administrative Agent and (ii) the unaudited Quarterly Statement of each of SNIC, SPCC, CalComp, CBIC and CCIC for the quarter ended September 30, 1998, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statements shall be satisfactory in form and substance to the Administrative Agent; (i) the audited consolidated and consolidating balance sheet of each of the Reporting Companies Borrower and BIG for the most recent Fiscal Year endedfiscal year ended December 31, 1997, and the related consolidated and consolidating statements of income or operationsincome, shareholders’ of stockholder's equity and of cash flows for such Fiscal Yearflows, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were case prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of each of the Reporting Companies Borrower and BIG for the most recent Fiscal Quarter endedfiscal quarter ended September 30, 1998, and the related consolidated and consolidating statements of income or operationsincome, shareholders’ of stockholders' equity and of cash flows for such Fiscal Quarterflows, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were case prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt.GAAP; (c) The consolidated projected financial statements for the Borrower and consolidating pro forma balance sheet its Subsidiaries reflecting the projected financial condition, income and expenses of the Reporting Companies Borrower and its Subsidiaries after giving effect to the Transaction and the other transactions contemplated hereby, which projected financial statements shall be the same in all material respects as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma projected financial condition statements set forth in Section 10 of the Reporting Companies as of such date and Confidential Information Memorandum dated November, 1998 delivered to the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all Banks in accordance connection with GAAP.this Agreement; (d) The consolidated a closing funds flow statement in connection with the Transaction, in form and consolidating forecasted substance satisfactory to the Administrative Agent; and (e) a PRO FORMA balance sheet and statements of income and cash flows Borrower, as of the Reporting Companies delivered pursuant Initial Borrowing Date, after giving effect to Section 7.1(j) were prepared in good faith on the basis of Transaction and the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialother transactions contemplated hereby.

Financial Statements; Projections. (a) The audited Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the consolidated and consolidating balance sheet financial position of the Reporting Companies for the most recent Fiscal Year ended, Borrower and the related Subsidiaries as of the respective dates thereof and the consolidated and consolidating statements results of income or operations, shareholders’ equity operations and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as Borrower and the Subsidiaries for each of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter periods then ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The Historical MLP Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the MLP Parties as of the respective dates thereof and the results of operations and cash flows of the MLP Parties for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto, or the Confidential Information Memorandum, and that, in any such case, is material in relation to the business, operations, assets or financial condition of the Borrower and the Subsidiaries, taken as a whole. (b) The Unrestricted Subsidiary Reconciliation Statements delivered with respect to the Historical Financial Statements have been prepared by the Borrower in good faith and fairly present, in all material respects, the consolidated financial position of the Borrower and [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] the Restricted Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower and the Restricted Subsidiaries for each of the periods then ended, subject, in each case, to treating Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise eliminating all accounts of Unrestricted Subsidiaries. (c) Each of the Pro Forma Financial Statements and the Pro Forma MLP Balance Sheet (i) have been prepared by the Borrower in good faith based on assumptions that were believed by the Borrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii), ) are based on the best information available to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies Borrower as of the date of such financial statementsdelivery thereof after due inquiry, including liabilities for taxes(iii) accurately reflect all adjustments necessary to give effect to the Transactions, the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date and (iv) present fairly, in all material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of respects, the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition position of, in the case of the Reporting Companies Pro Forma Financial Statements, the Borrower and the Restricted Subsidiaries, and, in the case of the Pro Forma MLP Balance Sheet, the MLP Parties, in each case as of such the date and the consolidated and consolidating pro forma results of operations of the Reporting Companies and, if applicable, for the period stated therein as if the Transactions, the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date had occurred as of the end of the most recently ended Fiscal Quarter covered thereby, in the case of any balance sheet included therein, or the first day of the period of four consecutive Fiscal Quarters ended on such date, in the case of the other financial statements included therein, and, in the case of the Pro Forma Financial Statements, treating Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise eliminating all in accordance with GAAPaccounts of Unrestricted Subsidiaries. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows Each of the Reporting Companies delivered pursuant to Section 7.1(j) were Projections and the Projections for the MLP have been prepared in good faith on based upon estimates and assumptions that were believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing Borrower to be reasonable at the time of delivery of such forecastsmade and are believed by the Borrower to be reasonable on the Closing Date, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood and agreed that such projections may vary from neither the Projections nor the Projections for the MLP are a guarantee of financial or other performance and actual results may differ therefrom and that such variances differences may be material.

Financial Statements; Projections. (a) The audited Borrower has heretofore delivered to the Lenders the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for such Fiscal Yearof each of Borrower, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender Xxxxxx and Bridgehouse Marine (i) were as of and for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011 audited by and accompanied by the unqualified opinion of, in the case of (x) Borrower BDO USA, LLP, independent public accountants, (b) Xxxxxx, Xxxxx Xxxxxxxx LLP, independent public accountants and (y) Bridgehouse Marine, BDO Xxxx Xxxxxxx LLP, independent public accountants, (ii) with respect to Borrower and Xxxxxx, as of and for the six-month period ended June 30, 2014 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower and (iii) with respect to Bridgehouse Marine, the most recent internal financial statements. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c) have been prepared in accordance with GAAP (or, with respect to Bridgehouse Marine, UK GAAP) consistently applied throughout the applicable period covered therebycovered, respectively, thereby and present fairly and accurately the financial condition and results of operations and cash flows of each of Borrower, Xxxxxx and Bridgehouse Marine as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). As of the Closing Date, except as otherwise expressly noted therein; (ii) fairly present the set forth in such financial condition statements, there are no material liabilities of the Reporting Companies as any Company of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyany kind, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitieswhether accrued, direct or contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtcircumstances which could reasonably be expected to result in such a liability. (b) The unaudited consolidated Borrower has heretofore delivered to the Lenders the forecasts of financial performance of (x) Borrower and consolidating balance sheet of the Reporting Companies its Subsidiaries for the most recent Fiscal Quarter endedfiscal year 2014, (y) Borrower and its Subsidiaries (other than Xxxxxx, Bridgehouse Marine and their respective Subsidiaries) for each fiscal year 2015 through 2019 and (z) Bridgehouse Marine and its Subsidiaries for each fiscal year 2014 through 2019 (the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which “Projections”). The Projections have been furnished to each Lender prepared in good faith by the Loan Parties and based upon (i) were prepared in accordance the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii) accounting principles consistent with GAAP the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the period fiscal years covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies best information available to the Loan Parties as of the date of such financial statements, including liabilities for taxes, material commitments hereof and Debtthe Closing Date. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August Since December 31, 20182013, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, either individually or in the aggregate, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPMaterial Adverse Effect. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the 2015 Fiscal Year. Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies Parent and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of the Reporting Companies Parent and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of the Reporting Companies for Parent and its Subsidiaries as of the most recent Fiscal Quarter endedMonth of January, 2016 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of the Parent and its Subsidiaries (other than the Xxxx and Xxxxxxxx Entities) as of the Fiscal Month of January, shareholders’ equity 2016, in each case, certified by a Financial Officer of the Borrowers. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Reporting Companies Parent and its Subsidiaries as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end year-end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, . There are no contingent liabilities of the Reporting Companies Borrowers or any Subsidiary as of such date involving material amounts, known to the date officers of the Borrowers or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations Lenders) projections of the Reporting Companies Parent and its Subsidiaries (other than the Xxxx and Xxxxxxxx Entities) for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) 2016 Fiscal Year. Such projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of their delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith best estimate of the Reporting Companies’ its future financial condition conditions and performance; it being understood . To the knowledge of the Credit Parties, as of the Restatement Effective Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such projections may vary from actual (taken as a whole). Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. As of the Restatement Effective Date, such projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and that such variances may be materialother information projected therein.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet financial statements of the Reporting Companies Parent for the most recent Fiscal Year endedyears ended March 31, 2020, March 31, 2019 and the related consolidated and consolidating statements of income or operationsMarch 31, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which 2018 have been furnished delivered to each the Lender and (iA) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein; disclosed in the notes thereto and (iiB) fairly present present, in all material respects, the financial condition of the Reporting Companies Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and their the results of operations of the Parent and its Subsidiaries on a consolidated basis for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of disclosed in the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes thereto. (b) The unaudited consolidated and consolidating balance sheet financial statements of the Reporting Companies Parent for the most recent Fiscal Quarter endedquarters ended June 30, 2020, September 30, 2020 and the related consolidated and consolidating statements of income or operationsDecember 31, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender 2020 (iA) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein, disclosed in the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and (iiB) fairly present present, in all material respects, the consolidated financial condition of the Reporting Companies Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and their the consolidated results of operations of the Parent and its Subsidiaries on a consolidated basis for the period periods covered thereby, subject, thereby and in accordance with GAAP consistently applied throughout the periods covered thereby except for normal yearend adjustments and as disclosed in the case of clauses (i) notes thereto and (ii), to the absence of except that unaudited financial statements may not contain all footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debtrequired by GAAP. (c) The consolidated On and consolidating pro forma balance sheet as of the Reporting Companies as of August 31Effective Date, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Projections are based on good faith estimates and consolidating pro forma financial condition assumptions made by the management of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Parent believed to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing be reasonable at the time made; provided, however, that the Projections are not to be viewed as facts or as a guarantee of delivery of such forecastsperformance and are subject to significant uncertainties and contingencies, that no assurance can be given that any particular Projection will be realized and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that during the period or periods covered by the Projections may differ materially from such variances may be materialProjections.

Financial Statements; Projections. (a) The audited consolidated All financial statements and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedall financial statements delivered pursuant to Sections 5.01(a), (b) and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which (c) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in accordance with GAAP consistently applied throughout the period covered therebysuch financial statements, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesthere are no liabilities of any Company of any kind, direct or whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtcircumstances which could reasonably be expected to result in such a liability. (b) The unaudited Borrower heretofore has delivered to the Lenders the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Borrower as of and for such Fiscal Quarterthe fiscal quarters ended March 31, as described more particularly in the Historical Financial Statements2010, copies of which June 30, 2010 and September 30, 2010. Such financial statements (A) have been furnished to each Lender prepared in good faith by the Loan Parties, based upon (i) were accounting principles consistent with the historical audited financial statements delivered pursuant to this Section 3.04(b) and (ii) the best information reasonably available to, or in the possession or control of, the Loan Parties as of the date of delivery thereof, (B) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) consistently applied throughout the applicable period covered covered, respectively, thereby, except and (C) present fairly the consolidated financial position and results of operations of Borrower as otherwise expressly noted thereinof such dates and for such periods. (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries dated December 28, 2010 (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii) fairly present accounting principles consistent with the historical audited financial condition of statements delivered pursuant to Section 3.04(a) consistently applied throughout the Reporting Companies as of the date thereof and their results of operations for the period fiscal years covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilitiesthe best information reasonably available to, direct or contingentin the possession or control of, of the Reporting Companies Loan Parties as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet dates of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPProjections. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to Section 7.1(j) were prepared result in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materiala Material Adverse Effect.

Financial Statements; Projections. (a) The There has been furnished to the Administrative Agent and each of the Lenders the audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedParent and its Subsidiaries as at December 31, 2005, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition flow of the Reporting Companies as of the date thereof Parent and their results of operations its Subsidiaries for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter Year then ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted certified by PricewaterhouseCoopers. Such balance sheet and statements of income and cash flows flow have been prepared in accordance with GAAP and fairly present the financial condition of the Reporting Companies delivered pursuant Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended. There are no contingent liabilities of the Parent or any of its Subsidiaries as of such date involving material amounts, known to Section 7.1(jthe officers of the Parent or the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) were There has been furnished to the Administrative Agent and each of the Lenders an unaudited consolidated balance sheet of the Parent and its Subsidiaries as at September 30, 2006, and unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries for the period(s) then ended. Such balance sheet and statements of income and cash flow have been prepared in good faith accordance with GAAP and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the basis date thereof and the results of operations for the period(s) then ended. There are no contingent liabilities of the assumptions stated thereinParent or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or the Borrower, which assumptions were fair not disclosed in light such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent and each of the conditions existing at Lenders the time Projections and the Business Plan, in each case, on a consolidated basis. To the knowledge of delivery the Parent and its Subsidiaries, no facts exist that (individually or in the aggregate) would result in any material change in any of such forecasts, projections (taken as a whole). The Projections and represented, at the time of delivery, Borrowers’ good faith estimate Business Plan are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Reporting Companies’ future financial condition Parent and performance; its Subsidiaries of the results of operations and other information projected therein (it being understood that such projections may vary from actual results and that such variances may be materialare not a guarantee of future performance).

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the Fiscal Year ended December 31, 2015 and December 31, 2016 for (x) Parent, the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare. Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of (x) Parent, the Reporting Companies for Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the most recent Fiscal Quarter endedended September 30, 2017 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of (x) Parent, shareholders’ equity the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the Fiscal Quarter ended September 30, 2017, in each case, certified by a Financial Officer of PETIQ. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year‑end year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Borrowers and their Subsidiaries (other than VIP Petcare) and (iiiy) show all material Debts and other liabilitiesVIP Petcare, direct or contingentin each case, of the Reporting Companies as of such date involving material amounts, known to the date officers of Parent, the Borrowers or any Restricted Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has been furnished to the Administrative Agent (for distribution to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies Lenders) an unaudited consolidated balance sheet of Parent, the Borrowers and their Restricted Subsidiaries (other than VIP Petcare) as of such date the Fiscal Month of October 2017 and the unaudited consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income or operations and cash flows flow of Parent, the Borrowers and their Restricted Subsidiaries (other than VIP Petcare) as of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared Fiscal Month of October 2017, in good faith on the basis each case, certified by a Financial Officer of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.the

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies Borrower as at September 30, 1995, and the draft balance sheet of the Borrower as at December 31, 1995 and the related income statements and statements of cash flow of the Borrower for the most recent Fiscal Year fiscal periods then ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statementsaccompanying notes, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyBank, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies Borrower as at such dates and the results of the date thereof and their results operations of operations the Borrower for the period periods covered thereby by such statements, all in accordance with GAAP consistently applied throughout applied. As of the period covered therebydate hereof, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesthere are no liabilities of the Borrower, direct fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since December 31, 1995, and the liabilities created by this Agreement. No information, exhibit or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading. Since the date of the Reporting Companies as most recent financial statements delivered to the Bank hereunder through the date of this Agreement, there has been no material adverse change in the condition (financial or otherwise), business, operations or, to the knowledge of the Borrower, prospects of the Borrower. After the date thereofof this Agreement to the extent that this representation is deemed made, including liabilities for taxesthere shall have been no material adverse change in the condition (financial or otherwise), material commitments and Debtbusiness, operations or, to the knowledge of the Borrower, prospects of the Borrower. (b) The unaudited consolidated and consolidating balance sheet Borrower has also delivered to the Bank projections of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition future operations of the Reporting Companies Borrower. Such projections represent the best estimates of the Borrower as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date Closing Date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on Borrower does not expect any material deviation from such date, all in accordance with GAAPprojections. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The Complete copies of the Company’s audited consolidated and consolidating financial statements consisting of the balance sheet of the Reporting Companies for Company as at December 31 in each of the most recent Fiscal Year endedyears 2017, 2018 and 2019 and the related consolidated and consolidating statements of income or operationsand retained earnings, shareholdersstockholders’ equity and cash flows flow for such Fiscal Yearthe years then ended (the “Audited Financial Statements”), including and unaudited financial statements consisting of the notes theretobalance sheet of the Company as at March 31, as described more particularly in 2020 and the Historical related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, copies of which the “Financial Statements”) have been furnished delivered to each Lender (i) were Investor. The Financial Statements have been prepared in accordance with GAAP consistently or IFRS applied on a consistent basis throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered therebyinvolved, subject, in the case of clauses the Interim Financial Statements, to normal and recurring year-end adjustments (ithe effect of which will not be materially adverse) and (ii), to the absence of footnotes notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and to normal year‑end audit adjustmentsrecords of the Company, and (iii) show fairly present in all material Debts and other liabilities, direct or contingent, respects the financial condition of the Reporting Companies Company as of the date respective dates they were prepared and the results of such financial statements, including liabilities the operations of the Company for taxes, material commitments and Debt. (c) the periods indicated. The consolidated and consolidating pro forma audited balance sheet of the Reporting Companies Company as of August December 31, 2018, a copy of which has been furnished 2019 is referred to each Lender, fairly presents herein as the consolidated “Balance Sheet” and consolidating pro forma financial condition the date thereof as the “Balance Sheet Date” and the balance sheet of the Reporting Companies Company as of such date March 31, 2020 is referred to herein as the “Interim Balance Sheet” and the consolidated date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all administered in accordance with GAAPGAAP or IFRS. (db) The consolidated projections of the Company as provided to the Investor are a true and consolidating forecasted balance sheet and complete copy of the latest projected statements of operating revenue, income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(jCompany for the fiscal years ending 2020, 2021 and 2022. Such projections (i) were prepared in good faith based on the basis assumptions set forth therein which were reasonable and fair at the time they were made, and which continue to be reasonable and fair as of the assumptions stated thereinClosing, which assumptions were fair and (ii) are reasonable estimates of the Company’s financial performance for the periods indicated therein in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialassumptions made.

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Reporting Companies for Holdings and its Subsidiaries as of the most recent Fiscal Year endedBalance Sheet Date, and the related a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of Holdings and cash flows its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly and in the Historical Financial Statementscase of the consolidated financial statements, copies of which certified by Xxxxxx LLP. Such financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby Fiscal Year then ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes related thereto. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the Reporting Companies for close of the most recent Fiscal Quarter endedMonth ending December 31, 2011 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of Holdings and its Subsidiaries as of the close of such Fiscal Month, shareholders’ equity in each case, certified by a Financial Officer of Holdings. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby, subject, in the case of clauses (i) subject to year-end and (ii), to quarterly adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct footnotes. There are no contingent liabilities of Holdings or contingent, of the Reporting Companies any Subsidiary as of such date involving material amounts, known to the date officers of Holdings or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lenderof the Lenders) projections of Holdings and its Subsidiaries for the 2012 Fiscal Year. To the knowledge of the Credit Parties, fairly presents as of the consolidated and consolidating Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma financial condition basis after giving effect to the transactions contemplated hereby. As of the Reporting Companies as Closing Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of such date and the consolidated and consolidating pro forma Credit Parties of the results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. and other information projected therein (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results are not a guarantee of future performance and that such variances may be materialfuture performance is subject to material contingencies, many of which are beyond the control of the Credit Parties).

Financial Statements; Projections. (a) The audited Administrative Borrower has heretofore delivered to the Lenders the consolidated balance sheets and consolidating balance sheet related consolidated statements of operations, stockholders’ equity and, if applicable, cash flows of the Reporting Companies for the most recent Fiscal Year endedAdministrative Borrower and its Restricted Subsidiaries set forth on Schedule 3.04(a). Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which (c) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of the Reporting applicable Companies as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject, in accordance with GAAP consistently applied throughout the period covered therebycase of interim financial statements, except as otherwise expressly noted therein; to normal year-end audit adjustments and (iii) show all material Debts and other liabilities, direct or contingent, the absence of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtfootnotes). (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), Administrative Borrower has heretofore delivered to the absence of footnotes Lenders the Administrative Borrower and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating its Restricted Subsidiaries unaudited pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows flows, pro forma Consolidated EBITDA, other operating data for the fiscal year ended January 31, 2014, after giving effect to the Transactions as if they had occurred on such date in the case of the Reporting Companies balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements (A) have been prepared in good faith by the Administrative Borrower, based upon (i) the assumptions stated therein (which assumptions are believed by the Administrative Borrower on the date hereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements of the Administrative Borrower delivered pursuant to Section 7.1(j3.04(a) were and (iii) the best information available to the Administrative Borrower as of the date of delivery thereof, (B) accurately reflect all adjustments required to be made to give effect to the Transactions, (C) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) consistently applied throughout the applicable period covered, respectively, thereby, and (D) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Administrative Borrower and its Subsidiaries as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) The Administrative Borrower has heretofore delivered to the Lenders the forecasts of financial performance of the Administrative Borrower and its Restricted Subsidiaries for the fiscal years 2014–2019 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith on by the basis of Administrative Borrower based upon (i) the assumptions stated therein, therein (which assumptions were fair believed by the Administrative Borrower on the date hereof and the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information available to, or in light the possession or control of, the Administrative Borrower as of the conditions existing at the time date of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; thereof (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results reflected in such projections may vary from Projections will be achieved, that actual results will differ from the Projections and that such variances differences may be material). (d) Since January 31, 2013, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the 2015 Fiscal Year. Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies Parent and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of the Reporting Companies Parent and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of the Reporting Companies for Parent and its Subsidiaries as of the most recent Fiscal Quarter endedMonth of October, 2016 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of the Parent and its Subsidiaries (other than the Xxxx and Xxxxxxxx Entities) as of the Fiscal Month of October, shareholders’ equity 2016, in each case, certified by a Financial Officer of the Borrowers. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Reporting Companies Parent and its Subsidiaries as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end year-end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, . There are no contingent liabilities of the Reporting Companies Borrowers or any Subsidiary as of such date involving material amounts, known to the date officers of the Borrowers or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies Lenders), for the period ended on such date, all in accordance with GAAP. Parent and its Subsidiaries (dother than the Xxxx and Xxxxxxxx Entities) The consolidated (i) forecasts for the 2016 Fiscal Year and consolidating forecasted balance sheet (ii) projections for the 2017 Fiscal Year. Such forecasts and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of their delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith best estimate of the Reporting Companies’ its future financial condition conditions and performance; it being understood . To the knowledge of the Credit Parties, as of the Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections may vary from actual (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. As of the Closing Date, such forecasts and projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and that such variances may be materialother information projected therein.

Financial Statements; Projections. (a) The Complete copies of the Company’s audited consolidated and consolidating financial statements consisting of the balance sheet of the Reporting Companies Company as at December 31 in each of the years 2022 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the most recent Fiscal Year endedyears then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at March 31, 2023, and the related consolidated and consolidating statements of income or operationsand retained earnings, shareholdersstockholders’ equity and cash flows flow for such Fiscal Year, including the notes thereto, as described more particularly in three month period then ended (the Historical “Interim Financial Statements” and together with the Audited Financial Statements, copies of which the “Financial Statements”) have been furnished delivered to each Lender (i) were Investor. The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered therebyinvolved, subject, in the case of clauses the Interim Financial Statements, to normal and recurring year-end adjustments (ithe effect of which will not be materially adverse) and (ii), to the absence of footnotes notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and to normal year‑end audit adjustmentsrecords of the Company, and (iii) show fairly present in all material Debts and other liabilities, direct or contingent, respects the financial condition of the Reporting Companies Company as of the date respective dates they were prepared and the results of such financial statements, including liabilities the operations of the Company for taxes, material commitments and Debt. (c) the periods indicated. The consolidated and consolidating pro forma audited balance sheet of the Reporting Companies Company as of August December 31, 20182022, a copy of which has been furnished is referred to each Lender, fairly presents herein as the consolidated “Balance Sheet” and consolidating pro forma financial condition the date thereof as the “Balance Sheet Date” and the balance sheet of the Reporting Companies Company as of such date March 31, 2023, is referred to herein as the “Interim Balance Sheet” and the consolidated date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all administered in accordance with GAAP. (db) The consolidated Investor hereby acknowledges that (i) projections are inherently subject to substantial and consolidating forecasted balance sheet numerous uncertainties and statements to a wide variety of income significant business, economic and cash flows competitive risks, and the assumptions underlying the projections may be inaccurate in any material respect, (ii) Investor is familiar with such uncertainties, risks and potential inaccuracies and takes full responsibility for making its own evaluation of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on adequacy and accuracy of all projections (including the basis reasonableness of the assumptions stated thereinunderlying such projections), which assumptions were fair in light of (iii) the conditions existing at actual results achieved may vary significantly from the time of delivery of such forecasts, and representedthe variations may be material and (iv) the projections have not been compiled, at audited, or examined by independent accountants and have not been prepared in accordance with GAAP. Therefore, the time of deliveryCompany makes no representations or warranties whatsoever regarding such projections, Borrowers’ good faith estimate their accuracy or the Company’s ability to achieve forecasted results, including, but not limited to, the value of the Reporting Companies’ future financial condition and performance; it being understood shares of FLAG Common Stock that such projections may vary from actual results and that such variances may be materialissued pursuant to the Business Combination Agreement, and Investor shall have no claim against the Company or any other Person with respect thereto.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were The Borrower has furnished or caused to be furnished to the Administrative Agent and the Lenders a Form 10-K for the Borrower and its Restricted Subsidiaries on a consolidated basis for the fiscal year ended December 31, 2011 and unaudited financial statements for the quarter ended June 30, 2012 which, together with other financial statements furnished to the Lenders subsequent to the Closing Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and present fairly present in all material respects the financial condition position of the Reporting Companies Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and their as at such dates and the results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and periods then ended (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such unaudited financial statements, including liabilities for taxesto normal year-end and audit adjustments). None of the Borrower or any of its Restricted Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Closing Date or pursuant to Sections 6.1, 6.2 or 6.3, and there are no material commitments unrealized losses of the Borrower and Debtits Restricted Subsidiaries, taken as a whole, and no material anticipated losses of the Borrower and its Restricted Subsidiaries, taken as a whole, other than those which have been previously disclosed in writing to the Administrative Agent and the Lenders and identified as such. (cii) The consolidated and consolidating pro forma balance sheet of Borrower has delivered to the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date Administrative Agent and the consolidated and consolidating pro forma results of operations of the Reporting Companies Lenders projections for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) fiscal years 2012 through 2017. Such projections were prepared by the Borrower in good faith on the basis of assumptions the assumptions stated therein, which assumptions Borrower believes were fair reasonable in light of the conditions existing at the time of delivery preparation thereof and remain reasonable as of such forecaststhe Closing Date, and represented, at the time of delivery, Borrowers’ good faith estimate as of the Reporting Companies’ future financial condition Closing Date there are no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. It is acknowledged and performance; it being understood that the projections as they relate to future events are not to be viewed as representations and warranties that such projections may vary from events will occur and actual results and that such variances may be materialdiffer significantly from the projected results.

Financial Statements; Projections. (a) The Borrower has --------------------------------- furnished to the Lender (i) the audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedBorrower and its Subsidiaries as of September 30, 2001 and the related consolidated and consolidating statements of income or operations, shareholders’ ' equity and cash flows for the fiscal year then ended audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of December 31, 2001, and the related unaudited consolidated statements of operations and cash flows for the fiscal quarter and year-to-date period then ending, certified by a Responsible Officer. Such financial statements fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as of such Fiscal Yeardates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, including subject to year end audit adjustments and the notes thereto, as described more particularly absence of footnotes in the Historical Financial Statementscase of the statements referred to in clause (ii). Since September 30, 2001, except for matters that have been disclosed to the Lender, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (b) The projections of the Borrower and its Subsidiaries on a consolidated basis, balance sheets and cash flow statements for the Borrower's fiscal year ending September 2003, copies of which have been furnished delivered to each Lender (i) were the Lender, are based on reasonable estimates and assumptions, have been prepared in accordance with GAAP consistently applied throughout on the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present basis of assumptions stated therein and reflect the financial condition reasonable estimates of the Reporting Companies as of the date thereof Borrower and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and its Subsidiaries (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debtinformation projected therein. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The Each of (i) the audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedPBE as at December 31, 2013 and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity retained earnings and cash flows of PBE for the fiscal year then ended, certified by Ernst & Young and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited consolidated balance sheets of PBE as at the end of the Fiscal Quarter ended March 31, 2014 and the related consolidated statements of income, retained earnings and cash flows of PBE for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial StatementsQuarter, copies of each of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyAdministrative Agent, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Reporting Companies as of the date thereof and their position, results of operations and cash flow of PBE as at the dates indicated and for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all periods indicated in accordance with GAAP. (db) On the ClosingSeventh Amendment Effective Date, (i) none of the Loan Parties has any material liability or other obligation (including Indebtedness, Guaranties, contingent liabilities and liabilities for Taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the financial statements referred to in clause (ac) abovebelow or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited financial statements referenced in clause (ac)(ii) above below, there has been no sale of any material property of any Loan Party and no purchase or other acquisition of any material property, other than in connection with the Transactions. (c) The Projections have been prepared by the Borrower in light of the past operations of the business of PBE and its Subsidiaries and reflect projections for the 4 year period beginning on January 1, 2014 on a quarter by quarter basis for the first year and on a year by year basis thereafter. As of the Closing Date, the Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith estimates by the Borrower of the future consolidated financial performance of the Borrower and consolidating forecasted its Subsidiaries and the other information projected therein for the periods set forth therein. (i) The unaudited consolidated balance sheet of the BorrowerPBE and its Subsidiaries and related consolidated statements of income and cash flows flow for the Fiscal Quarter and portion of the Reporting Companies Fiscal Year ended September 30, 2018, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and heretofore delivered pursuant to Section 7.1(jthe Administrative Agent prior to the date hereof, has been prepared as of April 30, 2014 and reflects as of such date, on a pro forma basis after giving effect to the funding of the Loans and the application of the proceeds thereof, the consolidated financial condition of the Borrower, and the assumptions expressed therein are reasonable based on the information available to the Borrower at such date and on the Closing Date PBE and its Subsidiaries, and fairly presents in all material respects the consolidated financial position, results of operations and cash flow of PBE and its Subsidiaries as of such date and for such periods in accordance with GAAP (subject to the absence of footnote disclosure and normal year-end audit adjustments) were and (ii) the unaudited consolidated statement of income of the Borrower balance sheet of Products and its Subsidiaries and related consolidated statements of income and cash flow for the Fiscal Quarter and portion of the Fiscal Year ended September 30, 2018, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year and heretofore delivered to the Administrative Agent prior to the date hereof has been prepared in good faith respect of the most recently ended twelve month period for which internal financial statements are available and reflects as of such period, on a pro forma basisdate, the consolidated financial condition of Products and its Subsidiaries, and fairly presents in all material respects the consolidated financial position, results of operations of the Borrower at the end of such period and on the basis of Closing Date, and the assumptions stated therein, which assumptions were fair in light expressed therein are reasonable based on the information available to the Borrower at such date and on the Closing Date. and cash flow of the conditions existing at the time of delivery Products and its Subsidiaries as of such forecasts, date and represented, at for such periods in accordance with GAAP (subject to the time absence of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition footnote disclosure and performance; it being understood that such projections may vary from actual results and that such variances may be materialnormal year-end audit adjustments).

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) The as soon as available, but not later than 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2013), a copy of the audited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as at the most recent Fiscal Year ended, end of such year and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for such Fiscal Yearyear, including setting forth in each case in comparative form the notes theretofigures for the previous fiscal year, as described more particularly in and accompanied by the Historical Financial Statements, copies report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which have been furnished to each Lender report shall (i) were prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Reporting Companies SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the date thereof and their results end of operations such fiscal year as set forth in the Borrower’s report on Form 10-K for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; such fiscal year and (iii) show all not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material Debts and other liabilities, direct or contingent, portion of the Reporting Companies as Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the date thereof, including liabilities for taxes, material commitments and Debt.exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) The as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending June 30, 2013), a copy of the unaudited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as of the most recent Fiscal Quarter ended, end of such fiscal quarter and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such Fiscal Quarterfiscal quarter, and certified by a Responsible Officer as described more particularly in the Historical Financial Statementsfairly presenting, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof subject to good faith year-end and their results of operations for the period covered thereby, subject, in the case of clauses (i) audit adjustments and (ii), to the absence of footnotes and to normal year‑end audit adjustmentsfootnotes), and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date position and the consolidated and consolidating pro forma results of operations of the Reporting Companies Borrower and its Subsidiaries; and (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2013, a detailed consolidated budget for the period ended on such date, all in accordance with GAAP. then current fiscal year (d) The including a projected consolidated and consolidating forecasted balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income and cash flows a description of the Reporting Companies delivered pursuant to Section 7.1(junderlying assumptions applicable thereto) were prepared in good faith on (collectively, the basis of the assumptions stated therein“Projections”), which assumptions were fair Projections shall in light each case be accompanied by a certificate of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood a Responsible Officer stating that such projections may vary from actual results Projections are based on reasonable estimates, information and assumptions and that such variances may be materialResponsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect.

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Reporting Companies for Holdings and its Subsidiaries as of the most recent Fiscal Year endedBalance Sheet Date, and the related a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of Holdings and cash flows its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly and in the Historical Financial Statementscase of the consolidated financial statements, copies of which certified by Xxxxxx LLP. Such financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby Fiscal Year then ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes related thereto. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the Reporting Companies for close of the most recent Fiscal Quarter endedMonth ending December 31, 2011 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of Holdings and its Subsidiaries as of the close of such Fiscal Month, shareholders’ equity in each case, certified by a Financial Officer of Holdings. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby, subject, in the case of clauses (i) subject to year-end and (ii), to quarterly adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct footnotes. There are no contingent liabilities of Holdings or contingent, of the Reporting Companies any Subsidiary as of such date involving material amounts, known to the date officers of Holdings or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as Lenders) projections of such date Holdings and the consolidated and consolidating pro forma results of operations of the Reporting Companies its Subsidiaries for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.2012 Fiscal

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which Loan Parties have been heretofore furnished to each Lender (i) were prepared consolidated balance sheets of the Parent and its consolidated Subsidiaries as of March 31, 2004, and March 31, 2003, and the related consolidated statements of operations, cash flows and changes in accordance with GAAP consistently applied throughout stockholders’ equity for the period covered therebyfiscal years then ended, except as otherwise expressly noted therein; examined and reported on by Ernst & Young, LLP, former independent certified public accountants for the Parent, who delivered an unqualified opinion in respect thereof and (ii) the interim, unaudited financial statements contained in the Parent’s quarterly report on Form 10-Q for the quarter ended October 2, 2004. Such financial statements (including the notes thereto) present fairly present the financial condition of the Reporting Companies Parent and its consolidated Subsidiaries as of October 2, 2004 and the date thereof results of their operations and their results of operations cash flows for the period covered thereby then ended, all in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and DebtGAAP. (b) The unaudited Loan Parties have delivered to the Lenders projections (the “Projections”) covering the fiscal years ending 2005-2007 of the Loan Parties and which are included in the Information Memorandum delivered to the Lenders dated as of January, 2005. In addition, the Loan Parties have delivered to the Lenders consolidated and consolidating balance sheet pro-forma financial statements of combined Parent and Norstan after giving effect to the Reporting Companies for Norstan Acquisition, all as set forth in the most recent Fiscal Quarter ended, Information Memorandum (the “Pro-Forma Financials”). The Projections and the related Pro-Forma Financials were internally prepared by the Loan Parties on a consolidated and consolidating statements of income or operations, shareholders’ equity basis and cash flows for such Fiscal Quarter, as described more particularly in represent the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ best available good faith estimate of the Reporting Companies’ Loan Parties, as of the time that the Projections and Pro-Forma Financials were prepared, regarding the course of the business of the Loan Parties for the periods covered by the Projections and the Pro-Forma Financials. The Projections and Pro-Forma Financials are not a guaranty of future financial condition performance, and performance; it being understood that the Loan Parties make no representation or warranty with respect to such projections may vary from performance as actual results may differ from the Projections and that such variances may be materialthe Pro-Forma Financials.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) Statements were prepared in accordance conformity with GAAP consistently applied throughout the period covered therebyand fairly present, except as otherwise expressly noted therein; (ii) fairly present in all material respects, the financial condition position, on a consolidated basis, of the Reporting Companies persons described in such financial statements as of at the date respective dates thereof and their the results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyand cash flows, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingenton a consolidated basis, of the Reporting Companies as entities described therein for each of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter periods then ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (iany such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ii), b) have been prepared in conformity with GAAP and fairly present in all material respects financial position and results of operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies footnotes). Except as of the date of set forth in such financial statements, including there are no contingent liabilities or liabilities for taxesTaxes, long term leases or unusual forward or long term commitments that are not reflected in the Historical Financial Statements or the notes thereto and which in any such case are material commitments in relation to the business, operations, properties, assets or condition (financial or otherwise) of the Borrower and Debtany of its Subsidiaries taken as a whole. (b) On and as of the Closing Date, the projections of the Borrower and its Subsidiaries for the period of Fiscal Year 2012 through and including Fiscal Year 2015 (the “Projections”) are based on good faith estimates and assumptions made by management of the Borrower; provided, that such Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that such differences may be material; provided that as of the Closing Date and the time made, management of the Borrower believed such Projections were reasonable. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31Since January 28, 20182012, there has been no event, change, circumstance or occurrence that has had, or could reasonably be expected to result in, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPMaterial Adverse Effect. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. Borrower shall deliver to the Administrative Agent for distribution to each Lender: (a) The audited as soon as available, but in any event within 180 days after the end of each Fiscal Year (commencing with the Fiscal Year ended December 28, 2008), a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the Reporting Companies for the most recent end of such Fiscal Year endedYear, and the related consolidated and consolidating statements of income or operations, shareholders’ partners' equity and cash flows for such Fiscal Year, including each setting forth in each case comparative form the notes theretofigures for the previous Fiscal Year, as described more particularly all in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were reasonable detail and prepared in accordance with GAAP consistently applied throughout GAAP, audited and accompanied by a report and opinion of a nationally recognized independent registered public accounting firm reasonably acceptable to the period covered therebyMajority Lenders, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof which report and their results of operations for the period covered thereby opinion shall be prepared in accordance with GAAP consistently applied throughout generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or exception or any qualification or exception as to the period covered thereby, except scope of such audit (other than a going concern qualification as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, a result of the Reporting Companies as commencement of the date thereof, including liabilities for taxes, material commitments and Debt.Chapter 11 Cases); (b) The unaudited as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each Fiscal Year (commencing with the fiscal quarter ending March 31, 2009), (i) a consolidated and consolidating balance sheet of Holdings and its Subsidiaries as at the Reporting Companies for the most recent Fiscal Quarter endedend of such fiscal quarter, and (ii) the related consolidated and consolidating statements of income operations for such fiscal quarter and for the portion of the Fiscal Year then ended, each setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and the figures in the Closing Date Projections, all in reasonable detail, certified by a Responsible Officer of Holdings as fairly presenting in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; (c) upon request of the Administrative Agent or operationsthe Majority Lenders, shareholders’ equity as soon as available, but in any event within 30 days after the end of each fiscal month of Holdings (or, in the case of the last fiscal month in a fiscal quarter of Holdings, within 45 days after the end of such fiscal month), (i) a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal month, and (ii) the related consolidated statements of operations and cash flows for such fiscal month and for the portion of the Fiscal QuarterYear then ended, as described more particularly each setting forth in each case in comparative form the figures for the corresponding fiscal month of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and the figures in the Historical Financial StatementsClosing Date Projections, copies all in reasonable detail, certified by a Responsible Officer of which have been furnished to each Lender (i) were prepared Holdings as fairly presenting in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present all material respects the financial condition of the Reporting Companies as of the date thereof and their condition, results of operations for the period covered therebyand cash flows of Holdings and its consolidated Subsidiaries on a basis consistent with Holdings' prior internal reporting practices, subject, in the case of clauses (i) subject to normal year-end audit adjustments and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP.footnotes; and (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of on the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in Closing Date, the Closing Date Projections which represent Holdings' good faith on estimate of Holdings and its Subsidiaries future performance for the basis of the periods covered thereby based upon assumptions stated therein, which assumptions were fair in light of the conditions existing believed by Holdings to be reasonable at the time of the delivery of such forecasts, and represented, at thereof to the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; Administrative Agent (it being understood that such projections may vary from actual results and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of HOUSTON\2261364 the Holdings and its Subsidiaries and no assurances can be given that such variances may projections or forecasts will be materialrealized). As to any information contained in materials furnished pursuant to Section 5.2(d), Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

Financial Statements; Projections. (a) The Each of (i) the audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedPBE as at December 31, 2013 and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity retained earnings and cash flows of PBE for the fiscal year then ended, certified by Ernst & Young and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited consolidated balance sheets of PBE as at the end of the Fiscal Quarter ended March 31, 2014 and the related consolidated statements of income, retained earnings and cash flows of PBE for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial StatementsQuarter, copies of each of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyAdministrative Agent, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Reporting Companies as of the date thereof and their position, results of operations and cash flow of PBE as at the dates indicated and for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all periods indicated in accordance with GAAP. (db) On the Closing Date, (i) none of the Loan Parties has any material liability or other obligation (including Indebtedness, Guaranties, contingent liabilities and liabilities for Taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the financial statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited financial statements referenced in clause (a)(ii) above, there has been no sale of any material property of any Loan Party and no purchase or other acquisition of any material property, other than in connection with the Transactions. (c) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows Projections have been prepared by the Borrower in light of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis past operations of the business of PBE and its Subsidiaries and reflect projections for the 4-year period beginning on January 1, 2014 on a quarter-by-quarter basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Projections are based upon estimates and assumptions stated therein, all of which assumptions were the Borrower believes to be reasonable and fair in light of conditions and facts known to the conditions existing Borrower as of the Closing Date and reflect the good faith estimates by the Borrower of the future consolidated financial performance of the Borrower and its Subsidiaries and the other information projected therein for the periods set forth therein. (i) The unaudited consolidated balance sheet of the Borrower delivered to the Administrative Agent prior to the date hereof, has been prepared as of April 30, 2014 and reflects as of such date, on a pro forma basis after giving effect to the funding of the Loans and the application of the proceeds thereof, the consolidated financial condition of the Borrower, and the assumptions expressed therein are reasonable based on the information available to the Borrower at such date and on the Closing Date and (ii) the unaudited consolidated statement of income of the Borrower delivered to the Administrative Agent prior to the date hereof has been prepared in respect of the most recently ended twelve month period for which internal financial statements are available and reflects as of such period, on a pro forma basis, the consolidated results of operations of the Borrower at the time of delivery end of such forecastsperiod and on the Closing Date, and represented, the assumptions expressed therein are reasonable based on the information available to the Borrower at such date and on the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialClosing Date.

Financial Statements; Projections. (a) The audited Borrower has heretofore delivered to the Lenders the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Borrower (x) as of and for such Fiscal Yearthe fiscal years ended December 31, including 2002, 2003 and 2004, audited by and accompanied by the notes theretounqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and (y) as described more particularly of and for the three-month period ended March 31, 2005 and for the comparable period of the preceding fiscal year, in each case, certified by the Historical Financial Statements, copies chief financial officer of which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and present fairly present and accurately the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate, subject to year-end audit adjustments and the absence of footnotes in accordance with GAAP consistently applied throughout the period covered therebycase of the statements referred to in clause (y) above. Except as set forth in such financial statements or in the notes thereto, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesafter giving effect to the Transactions, direct or there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Reporting Companies as of Loan Documents and the date thereof, including liabilities for taxes, material commitments and DebtSenior Subordinated Note Documents. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), Borrower has heretofore delivered to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating Lenders Borrower’s unaudited pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows and pro forma EBITDA for the fiscal year ended December 31, 2004, as of and for the three-month period ended March 31, 2005 and for the latest four-quarter period ending more than 30 days prior to the Closing Date, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Reporting Companies delivered pursuant to Section 7.1(j) were balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the basis of the assumptions stated therein, therein (which assumptions were fair in light are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the conditions existing at the time date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly the pro forma consolidated financial position and results of operations of Borrower as of such forecastsdate and for such periods, and represented, assuming that the Transactions had occurred at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; such dates (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and that no guarantee can be given that such projections may vary from actual results will be realized). (c) The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders for the period January 1, 2005 through December 31, 2009 have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and that no guarantee can be given that such variances may projections will be materialrealized). (d) Since December 31, 2004, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) The audited There has been furnished to each of the Banks a consolidated and consolidating balance sheet of the Reporting Companies Borrower and its Subsidiaries as at the Balance Sheet Date, and related consolidated statements of income, retained earnings and cash flow for the most recent Fiscal Year fiscal year then ended, certified by Xxxxxx Xxxxxxxx and Company, the Borrower's independent certified public accountants. There has also been furnished to each of the Banks an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of fiscal quarter ending March 31, 2001, and the related consolidated statement of income and consolidating consolidated statement of cash flow for the portion of the Borrower's fiscal year then elapsed, all in reasonable detail. Such balance sheets and statements of income or operationsincome, shareholders’ equity retained earnings and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which flow have been furnished to each Lender (i) were prepared in accordance with GAAP Generally Accepted Accounting Principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and are correct and complete and fairly present the financial condition of the Reporting Companies Borrower and its Material Subsidiaries as at the close of business on the date thereof and their the consolidated results of operations for the fiscal period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, then ended. There are no contingent liabilities of the Reporting Companies Borrower or any of its Subsidiaries as of each such date involving material amounts, known to the date thereof, including liabilities for taxes, material commitments officers of the Borrower and Debtnot disclosed in said balance sheet and the related notes thereto. (b) The unaudited consolidated and consolidating balance sheet projections of the Reporting Companies annual operating budgets of the Borrower and its Subsidiaries on a consolidated basis, balance sheets and cash flow statements for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements2001 to 2003 fiscal years, copies of which have been furnished delivered to each Lender (i) were prepared the Agents, disclose all assumptions made with respect to general economic, financial and market conditions used in accordance with GAAP consistently applied throughout formulating such projections. To the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition knowledge of the Reporting Companies as Borrower or any of the date thereof and their results of operations for the period covered therebyits Subsidiaries, subject, no facts exist that (individually or in the case of clauses (iaggregate) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all would result in any material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date change in any of such financial statementsprojections. The projections are based upon reasonable estimates and assumptions, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has have been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light therein and reflect the reasonable estimates of the conditions existing at the time of delivery of such forecasts, Borrower and represented, at the time of delivery, Borrowers’ good faith estimate its Subsidiaries of the Reporting Companies’ future financial condition results of operations and performance; it being understood that such projections may vary from actual results and that such variances may be materialother information projected therein.

Financial Statements; Projections. (a) The Company has heretofore furnished to each Investor consolidated audited statements of operation and the related balance sheets for the fiscal years ended December 25, 1994, December 31, 1995 and December 31, 1996 and unaudited consolidated statements of operation and consolidating the related balance sheet of the Reporting Companies for the most recent Fiscal Year endedthree months ended March 30, 1997 (the December 31, 1996 balance sheet shall hereinafter be referred to as the "Base Balance Sheet"), and the related consolidated Company will, on or prior to the Closing, furnish to each Investor the pro forma unaudited balance sheet as of December 31, 1996 for the Company and consolidating statements of income or operationsmanagement's five year projections for the Company, shareholders’ equity and cash flows for such Fiscal Year, including after giving effect to the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been WPHI-FM Acquisition. The Company has heretofore also furnished to each Lender Investor audited consolidated statements of operation and the related balance sheet for the fiscal year ended December 31, 1996 and unaudited consolidated statements of operation and the related balance sheet for the three months ended March 31, 1997 for WPHI-FM. To the best knowledge of the Company, the above referenced financial statements of WPHI-FM (iother than projections) were have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, except that interim financial statements and pro forma statements have been prepared without footnote disclosures and year-end audit adjustments, which will not, to management's best knowledge, be material. Such financial statements of the Company (other than projections) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyon a consistent basis, except that interim financial statements and pro forma statements have been prepared without footnote disclosures and are subject to year-end audit adjustments, which adjustments will not, to management's best knowledge, be material. To the best knowledge of the Company, the above-referenced financial statements of WPHI-FM contain notations for all significant accruals or contingencies and fairly present in all material respects the financial condition of WPHI-FM as otherwise expressly noted therein; of the date thereof. Such financial statements of the Company (iiother than interim financial statements, pro forma financial statements and projections) contain notations for all significant accruals or contingencies and fairly present in all material respects the financial condition of the Company as of the date thereof. Nothing has come to the attention of the senior management of the Company since such dates which would indicate that such financial statements do not fairly present the financial condition of the Reporting Companies Company in all material respects as of the respective dates thereof. Such projections referenced above delivered to the Investors represent management's good faith estimates of the Company's future performance based upon assumptions which are set forth therein and which management in good faith believe were reasonable when made and continue to believe to be reasonable as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debthereof. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Reporting Companies for Holdings and its Subsidiaries as of the most recent Fiscal Year endedBalance Sheet Date, and the related a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of Holdings and cash flows its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly and in the Historical Financial Statementscase of the consolidated financial statements, copies of which certified by Xxxxxx LLP. Such financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby Fiscal Year then ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes related thereto. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the Reporting Companies for close of the most recent Fiscal Quarter endedMonth ending February 28, 2013 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of Holdings and its Subsidiaries as of the close of such Fiscal Month, shareholders’ equity in each case, certified by a Financial Officer of Holdings. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby, subject, in the case of clauses (i) subject to year-end and (ii), to quarterly adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct footnotes. There are no contingent liabilities of Holdings or contingent, of the Reporting Companies any Subsidiary as of such date involving material amounts, known to the date officers of Holdings or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lenderof the Lenders) projections of Holdings and its Subsidiaries for the 2013 Fiscal Year. To the knowledge of the Credit Parties, fairly presents as of the consolidated and consolidating Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma financial condition basis after giving effect to the transactions contemplated hereby. As of the Reporting Companies as Closing Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of such date and the consolidated and consolidating pro forma Credit Parties of the results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. and other information projected therein (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results are not a guarantee of future performance and that such variances may be materialfuture performance is subject to material contingencies, many of which are beyond the control of the Credit Parties).

Financial Statements; Projections. (a) The HCN has heretofore furnished to each Lender an audited consolidated and related consolidating balance sheet of HCN and its Subsidiaries as at December 31, 1997 and the notes thereto and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Year then ended as examined and certified by Ernst & Young, and unaudited consolidated and consolidating interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, sheets and the related consolidated and consolidating statements of income or operationsincome, shareholders’ stockholders' equity and cash flows flows, in each case without notes, for and as of the end of the nine-month period ending September 30, 1998. Except as set forth therein, such Fiscal Year, financial statements (including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) present fairly present the financial condition of the Reporting Companies HCN and its Subsidiaries as of the date thereof end of such Fiscal Year and their nine-month period and results of their operations and the changes in its stockholders' equity for the Fiscal Year and interim period covered thereby then ended, all in accordance conformity with GAAP consistently applied throughout the period covered therebyon a Consistent Basis, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subjectsubject however, in the case of clauses unaudited interim statements to year end audit adjustments; (b) since the later of (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of the audited financial statements delivered pursuant to Section 7.11(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to Section 8.1(a) hereof, there has been no material adverse change in the condition, financial or otherwise, of HCN or any of its Subsidiaries or in the businesses, properties, performance, prospects or operations of HCN or its Subsidiaries, nor have such financial statementsbusinesses or properties been materially adversely affected as a result of any fire, including liabilities for taxesexplosion, material commitments and Debt.earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (c) The consolidated and consolidating pro forma balance sheet except as set forth in the financial statements referred to in Section 7.11(a) or in Schedule 9.2 or permitted by Section 9.2, neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of the Reporting Companies as of August 31business, 2018any material Indebtedness, a copy of Contingent Obligation or other commitment or liability which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPremains outstanding or unsatisfied. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The Borrower has heretofore delivered to the Lenders (I) the audited consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholdersstockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013, (II) the unaudited consolidated balance sheets and related consolidated statements of income of the Borrower and its Subsidiaries as of the fiscal years ended December 31, 2012 and December 31, 2013 and (III) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Borrower and its Subsidiaries, in each case, for such Fiscal Yearthe fiscal quarter ended March 31, including the notes thereto2014. Such financial statements, as described more particularly in the Historical Financial Statementsand all financial statements delivered pursuant to Sections 5.01(a), copies of which (b) and (c), have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Reporting Companies Borrower and its Subsidiaries, in each case, as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject, in accordance with GAAP consistently applied throughout the period covered therebycase of interim financial statements, except to normal year-end audit adjustments and the absence of footnotes). Except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesset forth in such financial statements, direct or contingent, of the Reporting Companies as of the date thereofClosing Date, including there are no liabilities for taxesof Holdings, material commitments and Debtthe Borrower or any of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. (b) The Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated and consolidating balance sheet and related pro forma consolidated statement of income of the Reporting Companies Borrower and its Subsidiaries as of and for the most recent Fiscal Quarter endedtwelve-month period ended March 31, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender 2014 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subjectincluding, in the case of clauses the balance sheet, after giving effect to the Transactions as if they had occurred on June 30, 2014), in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (A) have been prepared in good faith by Holdings based upon (i) in each case, the assumptions stated therein (which assumptions are believed by Holdings on the Closing Date to be reasonable) and (ii), ) the best information available to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies Holdings as of the date of delivery thereof, (B) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions and (C) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Subsidiaries, as of such financial statements, including liabilities date and for taxes, material commitments and Debtsuch period. (c) The consolidated and consolidating pro forma Borrower has heretofore delivered to the Lenders the forecasts of financial performance consisting of projected income statements, balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income sheets and cash flows of (x) Holdings and its Subsidiaries and (y) the Reporting Companies delivered pursuant to Section 7.1(jBorrower and its Subsidiaries, in each case, for the fiscal years 2014–2018 (the “Projections”) were and the assumptions upon which the Projections are based. The Projections have been prepared in good faith on the basis of the by Holdings based upon assumptions stated therein, which assumptions were fair in light of the conditions existing that are reasonable at the time of delivery of such forecasts, made and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; related Projections are made available to the Lenders (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results reflected in such projections may vary from Projections will be achieved, that actual results may differ and that such variances differences may be material). (i) In the case of Credit Extensions made on the Closing Date, since December 31, 2013, there has not occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Closing Date Material Adverse Effect. (ii) In the case of Credit Extensions made after the Closing Date, since the Closing Date, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Reporting Companies for Holdings and its Subsidiaries as of the most recent Fiscal Year endedBalance Sheet Date, and the related a consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows and shareholders' equity of Holdings and its Subsidiaries for such the Fiscal YearYear then ended, including the notes thereto, as described more particularly and in the Historical Financial Statementscase of the consolidated financial statements, copies of which certified by Xxxxxx LLP. Such financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby Fiscal Year then ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes related thereto. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of Holdings and its Subsidiaries as of the Reporting Companies for close of the most recent Fiscal Quarter endedMonth ending December 31, 2011 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of Holdings and its Subsidiaries as of the close of such Fiscal Month, shareholders’ equity in each case, certified by a Financial Officer of Holdings. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of Holdings and its Subsidiaries as at the Reporting Companies as close of business on the date thereof and their the results of operations for the period covered thereby, subject, in the case of clauses (i) subject to year-end and (ii), to quarterly adjustments and the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct footnotes. There are no contingent liabilities of Holdings or contingent, of the Reporting Companies any Subsidiary as of such date involving material amounts, known to the date officers of Holdings or any Subsidiary required to be disclosed in such financial statements, including liabilities for taxes, material commitments balance sheet and Debtthe notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has also been furnished to the Administrative Agent (for distribution to each Lenderof the Lenders) projections of Holdings and its Subsidiaries for the 2012 Fiscal Year. To the knowledge of the Credit Parties, fairly presents as of the consolidated and consolidating Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma financial condition basis after giving effect to the transactions contemplated hereby. As of the Reporting Companies as Closing Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of such date and the consolidated and consolidating pro forma Credit Parties of the results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. and other information projected therein (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results are not a guarantee of future performance and that such variances may be materialfuture performance is subject to material contingencies, many of which are beyond the control of the Credit Parties).

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Audited Financial Statements, copies of which have been furnished to each Lender Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of the Reporting Companies Intersections and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt.Indebtedness. DB1/ 85911004.13 (b) The unaudited consolidated balance sheets of Intersections and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter endedits Subsidiaries dated December 31, 2015, and the related consolidated and consolidating statements of income or operations, shareholders’ equity operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Reporting Companies Intersections and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end year-end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which There has been furnished to the Administrative Agent (for distribution to each Lenderof the Term Lenders) projections of Intersections and its Subsidiaries for the 2016 Fiscal Year on a month to month basis. As of the Closing Date, fairly presents no facts exist that (individually or in the consolidated and consolidating aggregate) would reasonably be expected to result in any material adverse change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma financial condition basis after giving effect to the transactions contemplated hereby. As of the Reporting Companies as Closing Date, such projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of such date and the consolidated and consolidating pro forma Credit Parties of the results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. and other information projected therein (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood and agreed that such financial projections may vary from are not a guarantee of financial performance and actual results may differ from the financial projections and that such variances differences may be material).

Financial Statements; Projections. (a) The audited There has been furnished to the Administrative Agent and each of the Lenders a consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedParent and its Subsidiaries as at January 1, 2005, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition flow of the Reporting Companies as of the date thereof Parent and their results of operations its Subsidiaries for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter Year then ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted certified by PricewaterhouseCoopers. Such balance sheet and statements of income and cash flows flow have been prepared in accordance with GAAP and fairly present the financial condition of the Reporting Companies delivered pursuant Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended. There are no contingent liabilities of the Parent or any of its Subsidiaries as of such date involving material amounts, known to Section 7.1(jthe officers of the Parent or the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (b) were There has been furnished to the Administrative Agent and each of the Lenders an unaudited consolidated balance sheet of the Parent and its Subsidiaries as at April 2, 2005, and unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries as of such date. Such balance sheet and statements of income and cash flow have been prepared in good faith accordance with GAAP and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the basis date thereof and the results of operations. There are no contingent liabilities of the assumptions stated thereinParent or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or the Borrower, which assumptions were fair not disclosed in light such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent and each of the conditions existing at Lenders projections of the time monthly operating budgets, balance sheets and cash flow statements of delivery the Parent and its Subsidiaries for the 2005 Fiscal Year and the quarterly operating budgets, balance sheets and cash flow statements of the Parent and its Subsidiaries for the 2006, 2007, 2008 and 2009 Fiscal Years, in each case, on a consolidated basis. To the knowledge of the Parent and its Subsidiaries, no facts exist that (individually or in the aggregate) would result in any material change in any of such forecasts, projections (taken as a whole). The projections are based upon reasonable estimates and represented, at assumptions and reflect the time of delivery, Borrowers’ good faith estimate reasonable estimates of the Reporting Companies’ future financial condition Parent and performance; its Subsidiaries of the results of operations and other information projected therein (it being understood that such projections may vary from actual results and that such variances may be materialare not a guarantee of future performance).

Financial Statements; Projections. (a) The audited U.S. Borrower has, prior to the Original Closing Date, delivered to the Lenders the consolidated balance sheets and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operationsincome, shareholders’ stockholders' equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender U.S. Borrower (i) were as of and for the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002, audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (ii) as of and for the nine-month period ended September 30, 2003 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly and accurately, except as otherwise expressly noted therein; (ii) fairly present in all material respects, the financial condition and results of the Reporting Companies operations and cash flows of U.S. Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate. Except as set forth in accordance with GAAP consistently applied throughout the period covered therebysuch financial statements, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesthere are no liabilities of any Company of any kind, direct or whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Reporting Companies as of Loan Documents, the date thereof, including liabilities for taxes, material commitments Senior Subordinated Note Documents and Debtthe New Senior Subordinated Note Documents. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter endedU.S. Borrower has, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), prior to the absence of footnotes and Original Closing Date, delivered to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating Lenders U.S. Borrower's unaudited pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows and pro forma EBITDA for the fiscal year ended December 31, 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Reporting Companies delivered pursuant to Section 7.1(j) were balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the basis of the assumptions stated therein, therein (which assumptions were fair in light believed by the Loan Parties on the Original Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the conditions existing at the time date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such forecastsdate and for such periods, assuming that the Transactions had occurred at such dates. (c) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheets and related statements of income and cash flows of each of U.S. Borrower and MW as of and for July 3, 2004 and the comparable six-month period of the preceding fiscal year, in each case, subject to a review in accordance with the standards of the Public Company Accounting Oversight Board performed by Ernst & Young, LLP, the independent registered public accounting firm used by the Companies, and representedin each case, at certified by the time chief financial officer of deliveryU.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, Borrowers’ good faith estimate of in all material respects, the Reporting Companies’ future financial condition and performance; it being understood results of operations and cash flows of U.S. Borrower or MW, as applicable, as of the dates and for the periods to which they relate. (d) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower's unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2003, and for the six-month period ended July 3, 2004, as well as its pro forma consolidated balance sheet as of July 3, 2004 and pro forma EBITDA for the twelve-month period ended July 3, 2004, in each case after giving effect to the Second Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Second Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Second Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Second Amendment Transactions had occurred at such projections may vary from actual results dates. (e) The forecasts of financial performance of Parent and that such variances may its subsidiaries furnished to the Lenders have been prepared in good faith by U.S. Borrower and based on assumptions believed by U.S. Borrower to reasonable. (f) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be materialexpected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the Fiscal Year ended December 31, 2015 and December 31, 2016 for (x) Parent, the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare. Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of (x) Parent, the Reporting Companies for Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the most recent Fiscal Quarter endedended September 30, 2017 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of (x) Parent, shareholders’ equity the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the Fiscal Quarter ended September 30, 2017, in each case, certified by a Financial Officer of PETIQ. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of (x) Parent, the Reporting Companies Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year‑end year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of such date involving material amounts, known to the officers of Parent, the Borrowers or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of Parent, the Borrowers and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017 and unaudited consolidated statements of income or operations and cash flow of Parent, the Borrowers and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017, in each case, certified by a Financial Officer of the Borrower Representative. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Parent, the Borrowers and their Restricted Subsidiaries (iiiother than VIP Petcare) show all material Debts and other liabilities, direct or contingent, as of the Reporting Companies date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. There are no contingent liabilities of Parent, the Borrowers or any Restricted Subsidiary (other than VIP Petcare) as of such date involving material amounts, known to the officers of Parent, the Borrowers or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (d) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited pro forma consolidated balance sheet of PETIQ and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least forty-five days prior to the Amendment Effective Date (or if the end of the most recently completed four-fiscal quarter period is the end of a Fiscal Year, ended at least ninety days before the Amendment Effective Date), prepared after giving effect to as if the Amendment Effective Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement). Such financial statements (i) have been prepared in good faith by PETIQ based upon (A) the assumptions stated therein (which assumptions are believed by PETIQ on the date of delivery thereof and on the Amendment Effective Date to be reasonable), (B) accounting principles consistent with the accounting principles applied to the historical financials of PETIQ and VIP Petcare and (C) the best information available to PETIQ as of the date of such financial statementsdelivery thereof, including liabilities for taxes(ii) accurately reflect all adjustments required to be made to give effect to the Amendment Effective Transactions, material commitments (iii) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and Debt. the absence of footnotes) consistently applied throughout the applicable period covered thereby and (civ) The consolidated and consolidating present fairly the pro forma balance sheet consolidated financial position and results of operations of Parent, the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Borrowers and consolidating pro forma financial condition of the Reporting Companies their Restricted Subsidiaries as of such date and for such periods, assuming that the consolidated and consolidating pro forma results Amendment Effective Date Transactions occurred as of operations such date or at the beginning of the Reporting Companies for the period ended on such dateperiod, all in accordance with GAAPas applicable. (de) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows There has also been furnished to the Administrative Agent (for distribution to each of the Reporting Companies delivered pursuant to Section 7.1(jLenders), for Parent, the Borrowers and their Restricted Subsidiaries (other than the Mxxx and Cxxxxxxx Entities) (i) forecasts for the 2018 Fiscal Year and (ii) projections for the 2018 Fiscal Year. Such forecasts and projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of their delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith best estimate of the Reporting Companies’ their future financial condition conditions and performance; it being understood . To the knowledge of the Credit Parties, as of the Amendment Effective Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections may vary from actual (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. As of the Amendment Effective Date, such forecasts and projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and that such variances may be materialother information projected therein.

Financial Statements; Projections. (a) The audited consolidated All financial statements and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year endedall financial statements delivered pursuant to Sections 5.01(a), (b) and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which (c) have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted therein; (ii) respectively, thereby and present fairly present the financial condition and results of the Reporting Companies operations and cash flows of Borrower as of the date thereof dates and their results of operations for the period covered thereby periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in accordance with GAAP consistently applied throughout the period covered therebysuch financial statements, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilitiesthere are no liabilities of any Company of any kind, direct or whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtcircumstances which could reasonably be expected to result in such a liability. (b) The unaudited Borrower heretofore has delivered to the Lenders (i) the consolidated balance sheets and consolidating balance sheet related statements of the Reporting Companies income, stockholders’ equity and cash flows of Borrower as of and for the most recent Fiscal Quarter endedfiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007 audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent public accountants, (ii) the consolidated balance sheets of Target and its Subsidiaries as of December 31, 2008 and 2007, and the related consolidated and consolidating statements of income or operations, shareholdersstockholders’ equity equity, and cash flows for such Fiscal Quarterthe years then ended audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies Specialty Pharma, Inc. and its subsidiary as of August 31, 20182006, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the related consolidated statements of operations, shareholders’ deficit, and consolidating pro forma results of operations of the Reporting Companies cash flows for the period from January 1, 2006 to August 31, 2006 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, (iv) the balance sheet of New England Home Therapies, Inc. as of August 31, 2006, and the related statement of operations, shareholders’ equity, and cash flows for the period from January 1, 2006 to August 31, 2006 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, and (v) the consolidated statement of income and comprehensive income, of shareholders’ equity and of cash flows of Deaconess Enterprises, Inc. and its subsidiaries for the year ended on such dateDecember 31, all in accordance with GAAP. (d) The 2006 audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers LLP. Borrower has heretofore delivered to the Lenders Borrower’s unaudited consolidated and consolidating forecasted balance sheet and statements of income and cash flows and EBITDA for the fiscal year ended December 31, 2009 on a Pro Forma Basis giving effect to the Transactions as if they had occurred on such date in the case of the Reporting Companies balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such financial statements on a Pro Forma Basis (A) have been prepared in good faith by the Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to this Section 3.04(b) and (iii) the best information reasonably available to, or in the possession or control of, the Loan Parties as of the date of delivery thereof, (B) reflect fairly all adjustments required to be made to give effect to the Transactions, (C) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) consistently applied throughout the applicable period covered, respectively, thereby, and (D) present fairly the consolidated financial position and results of operations of Borrower as of such date and for such periods, on a Pro Forma Basis assuming that the Transactions had occurred at such dates. (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 — 2014 (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 7.1(j3.04(a) were prepared consistently applied throughout the fiscal years covered thereby, and (iii) the best information reasonably available to, or in good faith on the basis possession or control of, the Loan Parties as of the assumptions stated thereindate hereof and the Closing Date. (d) Since December 31, which assumptions were fair 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materiala Material Adverse Effect.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the Fiscal Year ended December 31, 2018 for Parent, the Borrower and their Subsidiaries (other than the Perrigo Entities). Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; ; (ii) fairly present the financial condition of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of (x) Parent, the Reporting Companies for Borrower and their Subsidiaries (other than the most recent Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the Fiscal Quarter endedended March 31, 2019 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of (x) Parent, shareholders’ equity the Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the Fiscal Quarter ended March 31, 2019, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year‑end year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of Parent, the Borrower and their Restricted Subsidiaries (other than the Perrigo Entities) as of the Fiscal Months of January 2019, February 2019 and March 2019 and unaudited consolidated statements of income or operations and cash flow of Parent, the Borrower and their Restricted Subsidiaries (other than the Perrigo Entities) as of the Fiscal Month of March 2019, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Parent, the Borrower and their Restricted Subsidiaries (iiiother than the Perrigo Entities) show all material Debts and other liabilities, direct or contingent, as of the Reporting Companies date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. There are no contingent liabilities of Parent, the Borrower or any Restricted Subsidiary (other than the Perrigo Entities) as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (d) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) (i) an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least sixty days prior to the Closing Date (or if the end of the most recently completed four-Fiscal Quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to as if the Closing Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement) and (ii) the combined unaudited balance sheet of the Perrigo Entities for the Fiscal Quarter ended March 31, 2019 and each other Fiscal Quarter thereafter ended at least sixty days prior to the Closing Date (or if the end of the most recently completed four-Fiscal Quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date) and the related unaudited statements of income, as prepared by management for the Fiscal Quarter then ended. Such financial statements (i) have been prepared in good faith by the Borrower based upon (A) the assumptions stated therein (which assumptions are believed by the Borrower on the date of delivery thereof and on the Closing Date to be reasonable), (B) accounting principles consistent with the accounting principles applied to the historical financials of the Borrower and the Perrigo Entities and (C) the best information available to the Borrower as of the date of such financial statements, including liabilities for taxes, material commitments and Debt.delivery thereof, (cii) The consolidated accurately reflect all adjustments required to be made to give effect to the Closing Date Transactions, (iii) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and consolidating the absence of footnotes) consistently applied throughout the applicable period covered thereby and (iv) present fairly the pro forma balance sheet consolidated financial position and results of operations of Parent, the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Borrower and consolidating pro forma financial condition of the Reporting Companies its Restricted Subsidiaries as of such date and for such periods, assuming that the consolidated and consolidating pro forma results Closing Date Transactions occurred as of operations such date or at the beginning of the Reporting Companies for the period ended on such dateperiod, all in accordance with GAAPas applicable. (de) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows There has also been furnished to the Administrative Agent (for distribution to each of the Reporting Companies delivered pursuant to Section 7.1(jLenders), for Parent, the Borrower and their Restricted Subsidiaries (i) forecasts for the 2020 Fiscal Year and (ii) projections for the 2020 Fiscal Year. Such forecasts and projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of their delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith the Borrower’s best estimate of the Reporting Companies’ its future financial condition conditions and performance; it being understood . To the knowledge of the Credit Parties, as of the Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections may vary from actual (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. As of the Closing Date, such forecasts and projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and that such variances may be materialother information projected therein.

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) The as soon as available, but not later than (x) August 15, 2017, with respect to the fiscal year ending December 31, 2016, and (y) 90 days after the end of each fiscal year thereafter, a copy of the audited consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as at the most recent Fiscal Year ended, end of such year and the related consolidated and consolidating statements of income or operationsincome, shareholders’ equity and cash flows for such Fiscal Yearyear, including setting forth in each case in comparative form the notes theretofigures for the previous fiscal year, as described more particularly in and accompanied by the Historical Financial Statements, copies report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which have been furnished to each Lender report shall (i) were prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in conformity with GAAP, (ii) to the extent required to be provided pursuant to the rules and regulations of the SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the end of such fiscal year as set forth in the Borrower’s report on Form 10-K for such fiscal year and (iii) not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) as soon as available, but not later than 45 days (or, in the case of the fiscal quarters ending September 30, 2016 and March 31, 2017, 60 days) after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP consistently applied throughout (subject to good faith year-end and audit adjustments and the period covered therebyabsence of footnotes), except as otherwise expressly noted therein; (ii) fairly present the financial condition of position and the Reporting Companies as of the date thereof and their results of operations of the Borrower and its Subsidiaries; (c) as soon as available, and in any event no later than (x) August 15, 2017, with respect to the fiscal year ending December 31, 2016 and (y) 60 days after the end of each fiscal year of the Borrower thereafter, a detailed consolidated budget for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and then current fiscal year (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited a projected consolidated and consolidating balance sheet of the Reporting Companies for Borrower and its Subsidiaries as of the most recent Fiscal Quarter endedend of the following fiscal year, and the related consolidated and consolidating statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or operationsmisleading in any material respect; (d) prior to the Compliance Date, on or before the tenth (10th) Business Day of each calendar month, consolidated forecasts of cash flows for the Borrower and its Subsidiaries for at least the thirteen (13) weeks following each such delivery date in form and detail substantially consistent with the forecasts provided by the Borrower to the lenders under the Senior Secured Credit Agreement, together with reports reconciling actual cash flows for the Borrower and its Subsidiaries with the previously-delivered weekly forecasts of cash flows for each calendar week that includes one or more Business Days that occurred during the preceding calendar month (but excluding any calendar week covered by a previous reconciliation report hereunder), in each case in form and detail substantially consistent with the form of the report provided by the Borrower to the lenders under the Senior Secured Credit Agreement, and any failure to deliver any such forecast or reconciliation report shall constitute a new and immediate Event of Default without regard to any otherwise applicable notice, cure or grace period; and (e) as soon as available, but not later than March 31, 2017, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for such Fiscal Quarteryear, setting forth in each case in comparative form the figures for the previous fiscal year, certified by a Responsible Officer as described more particularly in the Historical Financial Statementsfairly presenting, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year‑end any good faith adjustments that may arise in connection with the Borrower’s financial accounting remediation and audit adjustmentsprocess), and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of financial position for the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date periods indicated and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAPBorrower and its Subsidiaries. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have There has been furnished to the Administrative Agent (for distribution to each Lender of the Lenders) financial statements of the type described in Section 6.04(a) for the Fiscal Year ended December 31, 2015 and December 31, 2016 for (x) Parent, the Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare. Such financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts indebtedness and other liabilities, direct or contingent, of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof, including liabilities for taxesTaxes, material commitments and DebtIndebtedness. (b) The There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of (x) Parent, the Reporting Companies for Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the most recent Fiscal Quarter endedended September 30, 2017 and the related unaudited consolidated and consolidating statements of income or operationsoperations and cash flow of (x) Parent, shareholders’ equity the Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the Fiscal Quarter ended September 30, 2017, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of (x) Parent, the Reporting Companies Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and their the results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year‑end year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of Parent, the Borrower and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017 and unaudited consolidated statements of income or operations and cash flow of Parent, the Borrower and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Parent, the Borrower and their Restricted Subsidiaries (iiiother than VIP Petcare) show all material Debts and other liabilities, direct or contingent, as of the Reporting Companies date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. There are no contingent liabilities of Parent, the Borrower or any Restricted Subsidiary (other than VIP Petcare) as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (d) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least forty-five days prior to the Closing Date (or if the end of the most recently completed four-fiscal quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to as if the Closing Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement). Such financial statements (i) have been prepared in good faith by the Borrower based upon (A) the assumptions stated therein (which assumptions are believed by the Borrower on the date of delivery thereof and on the Closing Date to be reasonable), (B) accounting principles consistent with the accounting principles applied to the historical financials of the Borrower and VIP Petcare and (C) the best information available to the Borrower as of the date of such financial statementsdelivery thereof, including liabilities for taxes(ii) accurately reflect all adjustments required to be made to give effect to the Closing Date Transactions, material commitments (iii) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and Debt. the absence of footnotes) consistently applied throughout the applicable period covered thereby and (civ) The consolidated and consolidating present fairly the pro forma balance sheet consolidated financial position and results of operations of Parent, the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Borrower and consolidating pro forma financial condition of the Reporting Companies its Restricted Subsidiaries as of such date and for such periods, assuming that the consolidated and consolidating pro forma results Closing Date Transactions occurred as of operations such date or at the beginning of the Reporting Companies for the period ended on such dateperiod, all in accordance with GAAPas applicable. (de) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows There has also been furnished to the Administrative Agent (for distribution to each of the Reporting Companies delivered pursuant to Section 7.1(jLenders), for Parent, the Borrower and their Restricted Subsidiaries (other than the Xxxx and Xxxxxxxx Entities) (i) forecasts for the 2018 Fiscal Year and (ii) projections for the 2018 Fiscal Year. Such forecasts and projections were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair reasonable in light of the conditions existing at the time of their delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith the Borrower’s best estimate of the Reporting Companies’ its future financial condition conditions and performance; it being understood . To the knowledge of the Credit Parties, as of the Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections may vary from actual (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. As of the Closing Date, such forecasts and projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and that such variances may be materialother information projected therein.

Financial Statements; Projections. (a) The audited consolidated and consolidating balance sheet financial statements of the Reporting Companies Parent for the most recent Fiscal Year endedyears ended March 31, 20202023, March 31, 20192022 and the related consolidated and consolidating statements of income or operationsMarch 31, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which 20182021 have been furnished delivered to each the Lender and (iA) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein; disclosed in the notes thereto and (iiB) fairly present present, in all material respects, the financial condition of the Reporting Companies Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and their the results of operations of the Parent and its Subsidiaries on a consolidated basis for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of disclosed in the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debtnotes thereto. (b) The unaudited consolidated and consolidating balance sheet financial statements of the Reporting Companies Parent for the most recent Fiscal Quarter endedquarters ended June 30, 20202023, September 30, 20202023 and the related consolidated and consolidating statements of income or operationsDecember 31, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender 20202023 (iA) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein, disclosed in the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and (iiB) fairly present present, in all material respects, the consolidated financial condition of the Reporting Companies Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and their the consolidated results of operations of the Parent and its Subsidiaries on a consolidated basis for the period periods covered thereby, subject, thereby and in accordance with GAAP consistently applied throughout the periods covered thereby except for normal yearendyear-end adjustments and as disclosed in the case of clauses (i) notes thereto and (ii), to the absence of except that unaudited financial statements may not contain all footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debtrequired by GAAP. (c) The consolidated On and consolidating pro forma balance sheet as of the Reporting Companies as of August 31First Amendment Effective Date, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated Projections are based on good faith estimates and consolidating pro forma financial condition assumptions made by the management of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant Parent believed to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing be reasonable at the time made; provided, however, that the Projections are not to be viewed as facts or as a guarantee of delivery of such forecastsperformance and are subject to significant uncertainties and contingencies, that no assurance can be given that any particular Projection will be realized and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that during the period or periods covered by the Projections may differ materially from such variances may be materialProjections.

Financial Statements; Projections. (a) The Complete copies of the Company’s audited consolidated and consolidating financial statements consisting of the balance sheet of the Reporting Companies for Company as at June 30 in each of the most recent Fiscal Year ended, years 2022 and 2021 and the related consolidated and consolidating statements of income or operationsand retained earnings, shareholdersstockholders’ equity and cash flows flow for such Fiscal Yearthe years then ended (the “Audited Financial Statements”), including and unaudited financial statements consisting of the notes theretobalance sheet of the Company as at May 31, as described more particularly in 2023 and the Historical related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, copies of which the “Financial Statements”) have been furnished delivered to each Lender (i) were Buyer. The Financial Statements have been prepared in accordance with GAAP consistently or IFRS applied on a consistent basis throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered therebyinvolved, subject, in the case of clauses the Interim Financial Statements, to normal and recurring year-end adjustments (ithe effect of which will not be materially adverse) and (ii), to the absence of footnotes notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and to normal year‑end audit adjustmentsrecords of the Company, and (iii) show fairly present in all material Debts and other liabilities, direct or contingent, respects the financial condition of the Reporting Companies Company as of the date respective dates they were prepared and the results of such financial statements, including liabilities the operations of the Company for taxes, material commitments and Debt. (c) the periods indicated. The consolidated and consolidating pro forma audited balance sheet of the Reporting Companies Company as of August June 30, 2022 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of May 31, 2018, a copy of which has been furnished 2023 is referred to each Lender, fairly presents herein as the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date “Interim Balance Sheet” and the consolidated date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all administered in accordance with GAAPGAAP or IFRS. (db) The consolidated projections of the Company as provided to the Buyer are a true and consolidating forecasted balance sheet and complete copy of the latest projected statements of operating revenue, income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(jCompany for the fiscal years ending 2023 and 2024. Such projections (i) were prepared in good faith based on the basis assumptions set forth therein which were reasonable and fair at the time they were made, and which continue to be reasonable and fair as of the assumptions stated thereinClosing, which assumptions were fair and (ii) are reasonable estimates of the Company’s financial performance for the periods indicated therein in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be materialassumptions made.

Financial Statements; Projections. (a) The audited Borrower has heretofore delivered to the Lenders (i) the unaudited consolidated and consolidating balance sheet as of the Reporting Companies for the most recent Fiscal Year endedOctober 31, 2011 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows of Borrower and its consolidated Subsidiaries for such Fiscal Yearthe 10 months ended October 31, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; 2011 and (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated balance sheets and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and related statements of income and cash flows of the Reporting Companies Borrower as of and for the fiscal year ended December 31, 2011 and the consolidated balance sheets and related statements of income and cash flows of Borrower and its consolidated Subsidiaries for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010, audited by and accompanied by the opinion of KPMG LLP, independent public accountants, and certified by the chief financial officer of the Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c) have been prepared in accordance with GAAP (in the case of financial statements delivered pursuant to Sections 5.01(c), subject to normal year-end audit adjustments and the absence of footnotes) and present fairly and in all material respects the financial condition and results of operations and cash flows of the Borrower as of the dates and for the periods to which they relate. Except as set forth in such financial statements and other than the commencement of the Chapter 11 Cases, there are no post-Petition Date liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a post-Petition Date liability, other than liabilities under the Loan Documents. (b) [Reserved]. (c) The forecasts of financial performance of the Borrower, including the 13-Week Budget delivered on the Closing Date (and the Monthly Forecast delivered in accordance with Section 7.1(j) were 4.03 hereof), projected income statements, statements of cash flows and balance sheets, and its subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based on assumptions believed by the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; Borrower to be reasonable (it being understood that such projections may vary from actual results forecasts are subject to uncertainties and contingencies and that such variances may no representation or warranty is given that any forecast will be materialrealized). (d) [Reserved].