Common use of Financial Statements; Projections Clause in Contracts

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of and for the fiscal years ended September 30, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition and results of operations and cash flows of Target 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 dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) and (ii) the best information reasonably available to, or in the possession or control of, Borrower as of the date of delivery thereof. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) U.S. Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ ' equity and cash flows of Seller U.S. Borrower (i) as of and for the fiscal years ended September 30December 31, 20092000, September 30December 31, 2008 2001 and September 30December 31, 2007 2002, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Ernst & XxxxxxxYoung, PLLCLLP, independent public accountants, and (iiy) as of and for the six-month period ended March 31, 2010 and nine-month period ended June September 30, 2010 2003 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerU.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections SECTIONS 5.01(a) and (b) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly and accurately, in all material respects respects, the financial condition and results of operations and cash flows of Target U.S. Borrower as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)relate. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material 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 Loan Documents and the Senior Subordinated Note Documents. (b) U.S. Borrower has heretofore delivered to the Lenders the forecasts U.S. Borrower's unaudited PRO FORMA consolidated balance sheet and statements of financial performance of Borrower income and its Subsidiaries cash flows and PRO FORMA EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2002, and as of and for the “Projections”) nine-month period ended September 30, 2003 and for the assumptions upon which four-quarter period ended September 30, 2003, in each case after giving effect to the Projections are basedTransactions 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 and cash flows. The Projections Such PRO FORMA financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and on the Projections Closing Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the 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 date and for such periods, assuming that the Transactions had occurred at such dates. (c) The forecasts of financial performance of Parent and 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. (d) Since September 30December 31, 20092002, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) Borrower and its Restricted Subsidiaries as of and for the fiscal years ended September 30December 31, 20092016, September 30December 31, 2008 2015, and September 30December 31, 2007 2014, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLCPricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (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, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition and results of operations and and, if applicable, cash flows of Target the applicable Companies 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 dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Restricted Subsidiaries for the fiscal years 2010 2017 – 2015 2022, including forecasts of financial performance on a quarterly basis for the first eight fiscal quarters occurring after the Closing Date (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and the Projections Closing Date to be reasonable) and (ii) accounting principles consistent with the best information reasonably available to, or in historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the possession or control of, Borrower as of the date of delivery thereofperiods covered thereby. (c) Since September 30December 31, 20092016, there has been no event, change, circumstance circumstance, condition, development or occurrence that has had had, or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of 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 Subsidiaries on a consolidated basis for the fiscal years year ended September 30December 31, 20092001, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and financial statements for the six-month period fiscal year ended March December 31, 2010 2001 and nine-month period unaudited for the quarter ended June 30, 2010 2002 and for the comparable period of the preceding fiscal yearmonths ended July 31, in each case2002 and August 31, certified by the chief financial officer of Seller. Such 2002, which, together with other financial statements and all financial statements delivered pursuant furnished to Sections 5.01(a) and (b) the Lenders subsequent to the Agreement Date have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition position of the Borrower and its Subsidiaries on a consolidated and consolidating basis, as the case may be, on and as at such dates and the results of operations and cash flows of Target as of the dates and for the periods to which they relate then ended (subject subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotesadjustments). As None of the dates Borrower or any of such its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statementsstatements most recently delivered on the Agreement Date or pursuant to Section 6.1, except as properly reflected in such financial statements6.2 or 6.3 hereof, and there are no material liabilities unrealized losses of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries taken as a whole and no material anticipated losses of the Borrower and its 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. (ii) The Borrower has delivered to the Administrative Agent and the Lenders projections for the fiscal years 2010 – 2015 (2003 through 2010. Such projections were prepared by the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared Borrower in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date basis of assumptions the Borrower believes were reasonable in light of the conditions existing at the time of preparation of the Projections to be reasonable) thereof and (ii) the best information reasonably available to, or in the possession or control of, Borrower remain reasonable as of the date hereof, and as of delivery thereofthe date hereof no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) The Administrative Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and and, if applicable, cash flows of Seller (i) as of the Administrative Borrower and for the fiscal years ended September 30, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Sellerits Restricted Subsidiaries set forth on Schedule 3.04(a). Such financial statements and all financial statements delivered pursuant to Sections 5.01(aSections 5.01 (a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly and accurately in all material respects the financial condition and results of operations and and, if applicable, cash flows of Target the applicable Companies as of the dates and for the periods to which they relate (subject subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). As of the dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) [Reserved.] (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 2010 – 2015 year 2016 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Administrative Borrower based upon (i) the assumptions stated therein (which assumptions were believed by the Administrative Borrower on the date of preparation of hereof and the Projections Closing Date to be reasonable) and ), (ii) accounting principles consistent with the best historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information reasonably available to, or in the possession or control of, the Administrative Borrower as of the date of delivery thereofthereof (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 will be achieved, that actual results will differ from the Projections and that such differences may be material). (cd) Since September 30January 31, 20092015, there has been no event, change, circumstance circumstance, condition, development or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) U.S. Borrower has heretofore has, prior to the Original Closing Date, delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller U.S. Borrower (i) as of and for the fiscal years ended September 30December 31, 20092000, September 30December 31, 2008 2001 and September 30December 31, 2007 2002, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Ernst & XxxxxxxYoung, PLLCLLP, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June September 30, 2010 2003 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerU.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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly and accurately, in all material respects respects, the financial condition and results of operations and cash flows of Target U.S. Borrower as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)relate. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material 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 Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents. (b) U.S. Borrower has heretofore has, prior to the Original Closing Date, delivered to the Lenders the forecasts U.S. Borrower’s unaudited pro forma consolidated balance sheet and statements of financial performance of Borrower income and its Subsidiaries cash flows and pro forma EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2002, and as of and for the “Projections”) nine-month period ended September 30, 2003 and for the assumptions upon which four-quarter period ended September 30, 2003, in each case after giving effect to the Projections are basedTransactions 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 and cash flows. The Projections Such pro forma financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were believed by Borrower the Loan Parties on the date of preparation of the Projections Original Closing Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the 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 date 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 in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and 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 were believed by the Loan Parties 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 dates. (e) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alenco as of and for the fiscal years ended March 28, 2003, April 2, 2004 and April 1, 2005, audited by and accompanied by the unqualified opinion of Gxxxx Xxxxxxxx, LLP (in the case of the 2005 financials) and Hxxx & Associates LLP (in the case of the 2004 and 2003 financials), independent public accountants. Such financial statements have been prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the financial position of Alenco as of the dates indicated and the results of operations for the periods then ended. (f) U.S. Borrower has, prior to the Third 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, 2005, as well as its pro forma consolidated balance sheet as of December 31, 2005, in each case after giving effect to the Third 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 Third 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 Third 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 Third Amendment Transactions had occurred at such dates. (g) The forecasts of financial performance of Parent and 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. (h) Since September 30December 31, 20092002, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) consolidated balance sheet of Borrower as of and for the fiscal years ended September 30February 29, 20092004, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor Murrell, Hall, XxXxxxxx Xxxxxxxx & XxxxxxxCo., PLLCPLLP, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. Such financial statements statement and all financial statements delivered pursuant to Sections 5.01(a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and fairly present fairly in all material respects the financial condition and results of operations and cash flows of Target Borrower as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)relate. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material 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 Material Adverse Effect, other than liabilities under the Loan Documents. (b) Borrower has heretofore delivered to the Lenders Borrower's unaudited consolidated balance sheet and statements of income and cash flows and EBITDA and other operating data as of and for the period December 23, 2003 to February 29, 2004. (c) Borrower has heretofore delivered to the Lenders forecasts of the financial performance of Borrower and its Subsidiaries for the period February 29, 2004 to February 28, 2010. (d) The forecasts of financial performance of Borrower and its Subsidiaries for furnished to the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections Lenders have been prepared in good faith by Borrower and based upon (i) the on assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) and (ii) the best information reasonably available to, or in the possession or control of, Borrower reasonable as of the date of delivery thereofClosing Date. (ce) Since September 30February 29, 2009, 2004 there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders (i) the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller Borrower (iA) as of and for the fiscal years ended September June 30, 20092008, September June 30, 2008 2009 and September June 30, 2007 2010 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & XxxxxxxBDO USA, PLLCLLP, independent public accountants, and (iiB) as of and for the sixtwelve-month period ended March 31, 2010 and nine-month period ended June 30, 2010 2011 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower (and each of which has underwent a SAS 100 review) and (ii) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business (A) as of and for the fiscal years ended December 31, 2009 and December 31, 2010, and (B) as of and for the three-month period ended March 31, 2011 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 Sections 5.01(a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition and results of operations and cash flows of Target Borrower and the Acquired Business, as the case may be, 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 dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company or the Acquired Business, as the case may be, of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Lenders the forecasts Borrower’s unaudited pro forma consolidated balance sheet and statements of financial performance of Borrower income and its Subsidiaries cash flows, pro forma EBITDA, for the fiscal years 2010 – 2015 year ended June 30, 2010, and as of and for the nine -month period ended March 31, 2011, 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 all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements (the “Projections”A) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower the Loan Parties, based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and on the Projections Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above and (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower 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 (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 pro forma consolidated financial position and results of operations of Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) Borrower has heretofore delivered to the Lenders a business plan of the Borrower and its Subsidiaries and the forecasts of financial performance of Borrower and its Subsidiaries in each case for the fiscal years 2011 – 2016 (the “Projections”). The business plan and 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 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date. (d) Since September June 30, 20092010, there has been no event, change, circumstance or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller each of Borrower and Xxxxxx (i) as of and for the fiscal years ended September 30December 31, 20092013, September 30December 31, 2008 2012 and September 30December 31, 2007 2011 audited by and accompanied by the unqualified opinion of, in the case of Connor XxXxxxxx Xxxxxxxx & XxxxxxxBorrower BDO USA, PLLCLLP, independent public accountants, and in the case off Xxxxxx, Xxxxx Xxxxxxxx LLP, independent public accountants and (ii) as of and for the sixthree-month period ended March 31, 2010 and nine-month period ended June 30, 2010 2014 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target each of Borrower and Xxxxxx 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 dates of such financial statementsClosing Date, except as properly reflected set forth in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of (x) Borrower and its Subsidiaries for the fiscal years 2010 – year 2014 and (y) Borrower and its Subsidiaries (other than Xxxxxx and its Subsidiaries) for the fiscal year 2015 (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and the Projections 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 (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereofhereof and the Closing Date. (c) Since September 30December 31, 20092013, there has been no event, change, circumstance circumstance, condition, development or occurrence that has had had, or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Projections. (a) The Administrative Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and and, if applicable, cash flows of Seller (i) as of the Administrative Borrower and for the fiscal years ended September 30, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Sellerits 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 (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly and accurately in all material respects the financial condition and results of operations and and, if applicable, cash flows of Target the applicable Companies as of the dates and for the periods to which they relate (subject subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). As of the dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) [Reserved.] (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 2010 – 2015 year 2016 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Administrative Borrower based upon (i) the assumptions stated therein (which assumptions were believed by the Administrative Borrower on the date of preparation of hereof and the Projections Closing Date to be reasonable) and ), (ii) accounting principles consistent with the best historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information reasonably available to, or in the possession or control of, the Administrative Borrower as of the date of delivery thereofthereof (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 will be achieved, that actual results will differ from the Projections and that such differences may be material). (cd) Since September 30January 31, 20092015, there has been no event, change, circumstance circumstance, condition, development or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller the Borrower (i) as of and for the fiscal years ended September 3024, 20092008, September 30, 2008 2009 and September 3029, 2007 2010 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Deloitte & Xxxxxxx, PLLCTouche LLP, independent public accountants, and (ii) as of and for the sixforty-month week period ended March 31July 6, 2010 and nine-month period ended June 30, 2010 2011 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target the Borrower 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 dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) [Reserved.] (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of the Borrower and its Subsidiaries for the fiscal years 2010 2011 – 2015 2016 (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and the Projections 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 (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereofhereof and the Closing Date. (cd) Since September 3029, 20092010, there has been no event, change, circumstance or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller Borrower and its Subsidiaries (i) as of and for the fiscal years year ended September 30December 31, 2009, September 30, 2008 and September 30, 2007 2011 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLCKPMG LLP, independent public accountants, and (ii) as of and for the six-nine (9) month period ended March 31, 2010 and nine-month period ended June September 30, 2010 2011 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition and results of operations and cash flows of Target 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). As of the dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) and (ii) the best information reasonably available to, or in the possession or control of, Borrower as of the date of delivery thereof. (c) Since September 30December 31, 20092011, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) U.S. Borrower has heretofore has, prior to the Fourth Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets of Alcoa (i) as of December 31, 2004 and December 31, 2005 and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) as of and Alcoa for the fiscal years ended September 30December 31, 20092003, September 30December 31, 2008 2004 and September 30December 31, 2007 2005, audited by and accompanied by the unqualified opinion (other than the qualification related to adoption by Alcoa of Connor XxXxxxxx Xxxxxxxx & Xxxxxxxfirst-in, PLLCfirst-out method of accounting on January 1, 2003) of PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alcoa prepared in accordance with GAAP (except as of and set forth in the Alcoa Purchase Agreement) for the six-month each fiscal period ended March ending after December 31, 2010 2005 and nine-month period ended June 30, 2010 prior to 30 days prior to the Fourth Amendment Effectiveness Date and for the comparable period periods of the preceding fiscal year, in each case, certified by case to the chief financial officer of Sellerextent available. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP (except as set forth in the Alcoa Purchase Agreement) consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly fairly, in all material respects respects, the financial condition and results position of operations and cash flows of Target Alcoa as of the dates indicated and the results of operations for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)then ended. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company Alcoa 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 Loan Documents, the Senior Subordinated Note Documents, the New Senior Subordinated Note Documents and the Second Lien Loan Documents. (b) U.S. Borrower has heretofore has, prior to the Fourth Amendment Effectiveness Date, delivered to the Lenders the forecasts U.S. Borrower’s unaudited pro forma statement of financial performance of Borrower income and its Subsidiaries pro forma EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2005, and for the “Projections”) six-month period ended July 1, 2006, as well as its pro forma consolidated balance sheet as of July 1, 2006, in each case after giving effect to the Fourth Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the assumptions upon which beginning of all periods presented in the Projections are basedcase of the statement of income. The Projections Such pro forma financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and on the Projections Fourth Amendment Effectiveness Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Fourth 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 Fourth Amendment Transactions had occurred at such dates. (c) The forecasts of financial performance of Parent and 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. (d) Since September 30December 31, 20092005, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller Borrower (i) as of and for the fiscal years ended September 3028, 20092011, September 3026, 2008 2012 and September 3025, 2007 2013, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Deloitte & Xxxxxxx, PLLCTouche LLP, independent public accountants, and (ii) as of and for the six-month period quarter ended March 31December 18, 2010 and nine-month period ended June 30, 2010 2013 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target Borrower 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 dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) [Reserved.] (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 2014 – 2015 2018, including forecasts of financial performance on a quarterly basis for each fiscal quarter occurring during such period (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and the Projections 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 (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereofhereof and the Closing Date. (cd) Since September 30December 18, 20092013, there has been no event, change, circumstance or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) LPHI prepared in accordance with GAAP as of and for the fiscal years ended September 30March 31, 20092002, September 30March 29, 2008 2003 and September 30March 27, 2007 2004, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Ernst & Xxxxxxx, PLLCYoung LLP, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. Such financial statements and all All financial statements delivered pursuant to Sections 5.01(a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target Borrower as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)relate. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statementsstatements and the Schedules to this Agreement, as of the Closing Date to the knowledge of Borrower, there are no material 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 Loan Documents and the Senior Subordinated Note Documents. (b) Borrower has heretofore delivered to the Lenders LPHI’s unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA, and other operating data for the fiscal year ended March 27, 2004, 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 the period 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 assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of Borrower as of such date and for such period, assuming that the Transactions had occurred at such dates. (c) On or prior to the Closing Date, Borrower has delivered to the Lenders forecasts of the financial performance of Borrower and its Subsidiaries for the period through fiscal year 2009 prepared on a basis consistent with the pro forma financial statements described in clause (b) above, except as otherwise reasonably agreed to by the Lenders. (d) The forecasts of financial performance of Borrower and its Subsidiaries for furnished to the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections Lenders have been prepared in good faith by Borrower and based upon (i) the on assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) reasonable when made, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and (ii) that the best information reasonably available to, actual results during the period or in periods covered by said projections probably will differ from the possession or control of, Borrower as of projected results and that the date of delivery thereofdifferences may be material. (ce) Since September 30As of the Closing Date, 2009since March 27, 2004, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller each of Borrower and Xxxxxx (i) as of and for the fiscal years ended September 30December 31, 20092013, September 30December 31, 2008 2012 and September 30December 31, 2007 2011 audited by and accompanied by the unqualified opinion of, in the case of Connor XxXxxxxx Xxxxxxxx & XxxxxxxBorrower BDO USA, PLLCLLP, independent public accountants, and in the case off Xxxxxx, Xxxxx Xxxxxxxx LLP, independent public accountants and (ii) as of and for the six-month period ended March 31, 2010 and ninethree-month period ended June 30, 2010 2014 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (b) and (bc) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target each of Borrower and Xxxxxx 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 dates of such financial statementsClosing Date, except as properly reflected set forth in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of (x) Borrower and its Subsidiaries for the fiscal years 2010 – year 2014 and (y) Borrower and its Subsidiaries (other than Xxxxxx and its Subsidiaries) for the fiscal year 2015 (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been were prepared in good faith by the Borrower and based upon (i) the assumptions stated therein (which assumptions were believed by the Borrower on the closing date of preparation of the Projections May 2014 Credit Agreement 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 (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower as of the closing date of delivery thereofthe May 2014 Credit Agreement. (c) Since September 30December 31, 20092013, there has been no event, change, circumstance circumstance, condition, development or occurrence that has had had, or could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of 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 years year ended September 30December 31, 20092004, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and financial statements for the six-month period fiscal year ended December 31, 2004 and unaudited financial statements for the quarter ended March 31, 2010 2005 and nine-the month period ended June April 30, 2010 and for the comparable period of the preceding fiscal year2005, in each casewhich, certified by the chief financial officer of Seller. Such together with other financial statements and all financial statements delivered pursuant furnished to Sections 5.01(a) and (b) the Lenders subsequent to the Agreement Date have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition position of the Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, as the case may be, on and as at such dates and the results of operations and cash flows of Target as of the dates and for the periods to which they relate then ended (subject subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotesadjustments). As None of the dates Borrower or any of such its Restricted Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statementsstatements most recently delivered on the Agreement Date or pursuant to Section 6.1, except as properly reflected in such financial statements6.2 or 6.3 hereof, and there are no material liabilities unrealized losses of any Company the Borrower and its Restricted Subsidiaries taken as a whole and no material anticipated losses of any kind, whether accrued, contingent, absolute, determined, determinable or otherwisethe 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. (bii) The Borrower has heretofore delivered to the Administrative Agent and the Lenders the forecasts of financial performance of Borrower and its Subsidiaries projections for the fiscal years 2010 – 2015 (2005 through 2012. Such projections were prepared by the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared Borrower in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date basis of assumptions the Borrower believes were reasonable in light of the conditions existing at the time of preparation of the Projections to be reasonable) thereof and (ii) the best information reasonably available to, or in the possession or control of, Borrower remain reasonable as of the date hereof, and as of delivery thereofthe date hereof no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders Administrative Agent (i) the audited consolidated balance sheets and related statements of income or operations, stockholders’ equity and cash flows of Seller the Borrower for the fiscal year ended December 31, 2016 (it being acknowledged that the audited consolidated balance sheet of the Borrower as of the end of December 31, 2016 and related consolidated statements of income or operations, cash flows and stockholders’ equity pertain (i) as of to SolarWinds with respect to the period from and for including January 1 and prior to the fiscal years ended September 30Original Acquisition Date and (ii) to the Borrower with respect to the period from and including the Original Acquisition Date to and including December 31, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants2016), and (ii) as unaudited consolidated balance sheets and related unaudited statements of income and cash flows of the Borrower for the six-month period fiscal quarter ended March 31, 2010 and nine-month period ended June September 30, 2010 and for 2017. In the comparable period case of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. Such financial statements and all financial statements delivered pursuant to Sections 5.01(adescribed in clauses (i) and (bi) above, such financial statements have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30thereby, 2010 financial statements and the comparable period for the preceding fiscal year) except as otherwise noted therein, and present fairly in all material respects the financial condition and results of operations of Borrower and cash flows of Target its Subsidiaries as of the dates and for the periods to which they relate (subject to, in the case of the financial statements referred to normal in clause (ii) above, year-end audit adjustments and the absence of footnotesfootnote disclosures). As of the dates of such financial statements, except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders Administrative Agent the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 – 2015 2018 through 2020 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of the Projections Closing Date to be reasonable) and ), (ii) accounting principles consistent with the best historical audited financial statements delivered pursuant to Section 3.04(a) consistently applied throughout the fiscal years covered thereby, and (iii) the information reasonably available to, or in the possession or control of, Borrower the Loan Parties as of the date Closing Date (it being recognized by the Administrative Agent and the Lenders that (x) such Projections are not to be viewed as facts or a guarantee of delivery thereofperformance and are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings and its Subsidiaries and (y) no assurance can be given that any particular financial projection will be realized, and that actual results during the period or periods covered by the Projections may differ from the projected results, and such differences may be material). (c) Since September 30, 2009the Closing Date, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result result, individually or in the aggregate, in a Material Adverse Effect.

Financial Statements; Projections. (a) The Borrower has heretofore has, prior to the Closing Date, delivered to the Lenders the consolidated balance sheets of Alcoa (i) as of December 31, 2004 and December 31, 2005 and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) as of and Alcoa for the fiscal years ended September 30December 31, 20092003, September 30December 31, 2008 2004 and September 30December 31, 2007 2005, audited by and accompanied by the unqualified opinion (other than the qualification related to adoption by Alcoa of Connor XxXxxxxx Xxxxxxxx & Xxxxxxxfirst-in, PLLCfirst-out method of accounting on January 1, 2003) of PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alcoa prepared in accordance with GAAP (except as of and set forth in the Alcoa Purchase Agreement) for the six-month each fiscal period ended March ending after December 31, 2010 2005 and nine-month period ended June 30, 2010 prior to 30 days prior to the Closing Date and for the comparable period periods of the preceding fiscal year, in each case, certified by case to the chief financial officer of Sellerextent available. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP (except as set forth in the Alcoa Purchase Agreement) consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly fairly, in all material respects respects, the financial condition and results position of operations and cash flows of Target Alcoa as of the dates indicated and the results of operations for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)then ended. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company Alcoa 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 Loan Documents, the First Lien Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents. (b) the Borrower has heretofore has, prior to the Closing Date, delivered to the Lenders the forecasts Borrower’s unaudited pro forma statement of financial performance of Borrower income and its Subsidiaries pro forma EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2005, and for the “Projections”) six-month period ended July 1, 2006, as well as its pro forma consolidated balance sheet as of July 1, 2006, in each case after giving effect to the Alcoa Acquisition Transactions as if they had occurred on such date in the case of the balance sheet and as of the assumptions upon which beginning of all periods presented in the Projections are basedcase of the statement of income. The Projections Such pro forma financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and on the Projections Closing Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Alcoa Acquisition Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower as of such date and for such periods, assuming that the Alcoa Acquisition Transactions had occurred at such dates. (c) The forecasts of financial performance of Parent and its subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based on assumptions believed by the Borrower to be reasonable. (d) Since September 30December 31, 20092005, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of 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 Subsidiaries on a consolidated basis for the fiscal years year ended September 30December 31, 20091998, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and financial statements for the six-month period fiscal year ended March December 31, 2010 1998 and nine-month period unaudited for the quarter ended June 30, 2010 1999 and for the comparable period of the preceding fiscal yearmonth ended July 31, in each case1999, certified by the chief financial officer of Seller. Such which, together with other financial statements and all financial statements delivered pursuant furnished to Sections 5.01(a) and (b) the Lenders subsequent to the Agreement Date have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition position of the Borrower and its Subsidiaries on a consolidated and consolidating basis, as the case may be, on and as at such dates and the results of operations and cash flows of Target as of the dates and for the periods to which they relate then ended (subject subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotesadjustments). As None of the dates Borrower or any of such its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statementsstatements most recently delivered on the Agreement Date or pursuant to Section 6.1, except as properly reflected in such financial statements6.2 or 6.3 hereof, and there are no material liabilities unrealized losses of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries taken as a whole and no material anticipated losses of the Borrower and its 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. (ii) The Borrower has delivered to the Administrative Agent and the Lenders projections for the fiscal years 2010 – 2015 (1999 through 2005. Such projections assume the “Projections”) and consummation of the assumptions upon which transactions contemplated in the Projections are based. The Projections have been Texas Acquisition Agreement, were prepared by the Borrower in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date basis of assumptions the Borrower believes were reasonable in light of the conditions existing at the time of preparation of the Projections to be reasonable) thereof and (ii) the best information reasonably available to, or in the possession or control of, Borrower remain reasonable as of the date hereof, and as of delivery thereofthe date hereof no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has The Borrowers have heretofore delivered furnished to the Lenders the Administrative Agent consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) as of and the U.S. Borrower for the fiscal years ended September 30December 31, 20092014, September 30December 31, 2008 2013 and September 30December 31, 2007 2012, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerXxxxxx LLP. 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 applicable period coveredpresent fairly, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects respects, the financial condition and results of operations and cash flows of Target the U.S. Borrower and its consolidated subsidiaries as of the such dates and for the such periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). As of the dates of such Such financial statements, statements were prepared in accordance with GAAP applied on a consistent basis except as properly reflected in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwiseotherwise noted therein. (b) Borrower has The Borrowers have heretofore delivered to the Lenders Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statements of income and cash flows of the forecasts U.S. Borrower as of financial performance of Borrower December 31, 2014, in each case adjusted to give effect to the Closing Date Transactions, the other transactions related thereto and its Subsidiaries for such other adjustments as are reflected in the fiscal years 2010 – 2015 agreed upon model dated December 31, 2014, heretofore provided to the Lead Arranger (the “ProjectionsPro Forma Financial Statements”) and the assumptions upon which the Projections are based). The Projections Such Pro Forma Financial Statements have been prepared in good faith by Borrower the U.S. Borrower, are based upon (i) the on assumptions stated therein (which assumptions were that are believed by management of the Borrower on the date of preparation of the Projections hereof to be reasonable) and (ii) , are based on the best information reasonably available to, or in to the possession or control of, U.S. Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Closing Date Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the U.S. Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Closing Date Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller the Borrower (i) as of and for the fiscal years ended September 30, 2009, September 3029, 2008 2010 and September 3028, 2007 2011 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Deloitte & Xxxxxxx, PLLCTouche LLP, independent public accountants, and (ii) as of and for the six40-month week period ended March 31July 4, 2010 and nine-month period ended June 30, 2010 2012 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerBorrower. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects and accurately the financial condition and results of operations and cash flows of Target the Borrower 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 dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) [Reserved.] (c) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of the Borrower and its Subsidiaries for the fiscal years 2010 – 2015 2012-2017 (the “Projections”) and the assumptions upon which the Projections are based). The Projections have been prepared in good faith by Borrower the Loan Parties and based upon (i) the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and the Projections 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 (iiiii) the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereofhereof and the Closing Date. (cd) Since September 3028, 20092011, there has been no event, change, circumstance or occurrence that has had had, or could reasonably be expected to result in in, a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of 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 Subsidiaries on a consolidated basis for the fiscal years year ended December 31, 2005 and unaudited financial statements for the quarter ended September 30, 20092006 which, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. Such together with other financial statements and all financial statements delivered pursuant furnished to Sections 5.01(a) and (b) the Lenders subsequent to the Agreement Date have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition position of the Borrower and its Subsidiaries on a consolidated and consolidating basis, as the case may be, on and as at such dates and the results of operations and cash flows of Target as of the dates and for the periods to which they relate then ended (subject subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotesadjustments). As None of the dates Borrower or any of such its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statementsstatements most recently delivered on the Agreement Date or pursuant to Sections 6.1, except as properly reflected in such financial statements6.2 or 6.3, and there are no material liabilities unrealized losses of any Company the Borrower and its Subsidiaries, taken as a whole, and no material anticipated losses of any kindthe Borrower and its Subsidiaries, whether accruedtaken as a whole, contingent, absolute, determined, determinable or otherwiseother than those which have been previously disclosed in writing to the Administrative Agent and the Lenders and identified as such. (bii) The Borrower has heretofore delivered to the Administrative Agent and the Lenders the forecasts of financial performance of Borrower and its Subsidiaries projections for the fiscal years 2010 – 2015 (2007 through 2014. Such projections were prepared by the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared Borrower in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date basis of assumptions the Borrower believes were reasonable in light of the conditions existing at the time of preparation of the Projections to be reasonable) thereof and (ii) the best information reasonably available to, or in the possession or control of, Borrower remain reasonable as of the date hereof, and as of delivery thereofthe date hereof 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 understood that the projections as they relate to future events are not to be viewed as representations and warranties that such events will occur and actual results may differ significantly from the projected results. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) Borrower has heretofore delivered to the Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of 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 Subsidiaries on a consolidated basis for the fiscal years year ended September 30December 31, 20092000, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and financial statements for the six-month period fiscal year ended March December 31, 2010 2000 and nine-month period unaudited for the quarter ended June 30, 2010 2001 and for the comparable period of the preceding fiscal yearmonth ended July 31, in each case2001, certified by the chief financial officer of Seller. Such which, together with other financial statements and all financial statements delivered pursuant furnished to Sections 5.01(a) and (b) the Lenders subsequent to the Agreement Date have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly in all material respects the financial condition position of the Borrower and its Subsidiaries on a consolidated and consolidating basis, as the case may be, on and as at such dates and the results of operations and cash flows of Target as of the dates and for the periods to which they relate then ended (subject subject, in the case of unaudited financial statements, to normal year-end and audit adjustments and the absence of footnotesadjustments). As None of the dates Borrower or any of such its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statementsstatements most recently delivered on the Agreement Date or pursuant to Section 6.1, except as properly reflected in such financial statements6.2 or 6.3 hereof, and there are no material liabilities unrealized losses of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Lenders the forecasts of financial performance of Borrower and its Subsidiaries taken as a whole and no material anticipated losses of the Borrower and its 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. (ii) The Borrower has delivered to the Administrative Agent and the Lenders projections for the fiscal years 2010 – 2015 (2001 through 2009. Such projections were prepared by the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared Borrower in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date basis of assumptions the Borrower believes were reasonable in light of the conditions existing at the time of preparation of the Projections to be reasonable) thereof and (ii) the best information reasonably available to, or in the possession or control of, Borrower remain reasonable as of the date hereof, and as of delivery thereofthe date hereof no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. (c) Since September 30, 2009, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) U.S. Borrower has heretofore has, prior to the Fifth Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller (i) as of and U.S. Borrower prepared in accordance with GAAP for the each fiscal years ended September 30, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx & Xxxxxxx, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March ending after December 31, 2010 and nine-month period ended June 30, 2010 2005 and for the comparable period periods of the preceding fiscal year, in each case, certified by the chief financial officer of Seller. 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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly fairly, in all material respects respects, the financial condition and results position of operations and cash flows of Target U.S. Borrower as of the dates indicated and the results of operations for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)then ended. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material liabilities of any Company U.S. 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 liability. (b) U.S. Borrower has heretofore has, prior to the Fifth Amendment Effectiveness Date, delivered (x) to the Lenders who request not to receive material non-public information concerning the forecasts Loan Parties, U.S. Borrower’s unaudited pro forma statement of financial performance income and pro forma EBITDA for last twelve months ended September 30, 2006, as well as its pro forma consolidated balance sheet as of Borrower September 30, 2006, and its Subsidiaries (y) to the other Lenders, U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2006, as well as its pro forma consolidated balance sheet as of December 31, 2006, in each case after giving effect to the “Projections”) Fifth Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the assumptions upon which beginning of all periods presented in the Projections are basedcase of the statement of income. The Projections Such pro forma financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were are believed by Borrower the Loan Parties on the date of preparation of hereof and on the Projections Fifth Amendment Effectiveness Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Fifth 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 Fifth Amendment Transactions had occurred at such dates. (c) The forecasts of financial performance of Parent and 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. (d) Since September 30December 31, 20092005, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) U.S. Borrower has heretofore has, prior to the Original Closing Date, delivered to the Lenders the consolidated balance sheets and related statements of operationsincome, stockholders’ equity and cash flows of Seller U.S. Borrower (i) as of and for the fiscal years ended September 30December 31, 20092000, September 30December 31, 2008 2001 and September 30December 31, 2007 2002, audited by and accompanied by the unqualified opinion of Connor XxXxxxxx Xxxxxxxx Ernst & XxxxxxxYoung, PLLCLLP, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June September 30, 2010 2003 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of SellerU.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 applicable period covered, respectively, thereby (other than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly and accurately, in all material respects respects, the financial condition and results of operations and cash flows of Target U.S. Borrower as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes)relate. As of the dates of such financial statements, except Except as properly reflected set forth in such financial statements, there are no material 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 Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents. (b) U.S. Borrower has heretofore has, prior to the Original Closing Date, delivered to the Lenders the forecasts U.S. Borrower’s unaudited pro forma consolidated balance sheet and statements of financial performance of Borrower income and its Subsidiaries cash flows and pro forma EBITDA for the fiscal years 2010 – 2015 (year ended December 31, 2002, and as of and for the “Projections”) nine-month period ended September 30, 2003 and for the assumptions upon which four-quarter period ended September 30, 2003, in each case after giving effect to the Projections are basedTransactions 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 and cash flows. The Projections Such pro forma financial statements have been prepared in good faith by Borrower the Loan Parties, based upon (i) on the assumptions stated therein (which assumptions were believed by Borrower the Loan Parties on the date of preparation of the Projections Original Closing Date to be reasonable) and (ii) ), are based on the best information reasonably available to, or in to the possession or control of, Borrower Loan Parties as of the 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 date 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 in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and 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 were believed by the Loan Parties 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 dates. (e) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alenco as of and for the fiscal years ended March 28, 2003, April 2, 2004 and April 1, 2005, audited by and accompanied by the unqualified opinion of Xxxxx Xxxxxxxx, LLP (in the case of the 2005 financials) and Xxxx & Associates LLP (in the case of the 2004 and 2003 financials), independent public accountants. Such financial statements have been prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the financial position of Alenco as of the dates indicated and the results of operations for the periods then ended. (f) U.S. Borrower has, prior to the Third 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, 2005, as well as its pro forma consolidated balance sheet as of December 31, 2005, in each case after giving effect to the Third 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 Third 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 Third 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 Third Amendment Transactions had occurred at such dates. (g) The forecasts of financial performance of Parent and 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. (h) Since September 30December 31, 20092002, there has been no event, change, circumstance or occurrence that that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.