Common use of Financial Statements; Projections Clause in Contracts

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Target.

Financial Statements; Projections. (a) Each Arranger of (i) the audited Financial Statements delivered pursuant hereto, and the Lenders shall have received (1) unaudited related audited consolidated balance sheets and related statements of income or operations, shareholders’ equity and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements for each Fiscal Year and (yii) are the unaudited Financial Statements delivered pursuant hereto for the fiscal months covered thereby, in each case: (A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, subject to to, in the case of the unaudited Financial Statements, normal year-end adjustments) for each Fiscal Quarter adjustments and the lack of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered therebyfootnote disclosures; and (4B) detailed projected consolidated financial statements of Holdings taken as a whole, are complete and its Subsidiaries for correct in all material respects, and accurately and fairly present in all material respects the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition and of Holdings the Consolidated Group as of the dates thereof and its Subsidiaries results of operations for the periods covered thereby. (and, applicable, b) The pro forma unaudited consolidated balance sheet of Company and its Subsidiaries), after the Consolidated Group delivered on the Closing Date was prepared by Credit Parties giving pro forma effect to the transactions contemplated funding of the Loans, was based on the unaudited consolidated and consolidating balance sheets of the Consolidated Group dated February 28, 2014, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) All financial performance projections delivered to Agent represent Borrowers’ good faith estimate of future financial performance and are based on fair and reasonable assumptions and investigations by this Borrowers. (d) No Credit Party has any Contingent Obligations, liabilities for Taxes or other financial obligations which are material in the aggregate, except as disclosed in the Financial Statements, other than Contingent Obligations owing by JAKKS to Licensors under all License Agreement Guaranties, and other Contingent Obligations disclosed in JAKKS’ Form 10-K or 10-Q, as applicable, filed with the related financing thereof Securities and (y) be prepared and approved by TargetExchange Commission.

Financial Statements; Projections. (a) Each Arranger of (i) the audited Financial Statements delivered pursuant hereto, and the Lenders shall have received (1) unaudited related audited consolidated balance sheets and related statements of income or operations, shareholders’ equity and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements for each Fiscal Year and (yii) are the unaudited Financial Statements delivered pursuant hereto for the fiscal months covered thereby, in each case: (A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, subject to to, in the case of the unaudited Financial Statements, normal year-end adjustments) for each Fiscal Quarter adjustments and the lack of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered therebyfootnote disclosures; and (4B) detailed projected consolidated financial statements of Holdings taken as a whole, are complete and its Subsidiaries for correct in all material respects, and accurately and fairly present in all material respects the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition and of Holdings the Consolidated Group as of the dates thereof and its Subsidiaries results of operations for the periods covered thereby. (and, applicable, b) The pro forma unaudited consolidated balance sheet of Company and its Subsidiaries), after the Consolidated Group delivered on the Closing Date was prepared by Credit Parties giving pro forma effect to the transactions contemplated funding of the Loans, was based on the unaudited consolidated and consolidating balance sheets of the Consolidated Group dated March 31, 2018, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) All financial performance projections delivered to Agent represent Borrowers’ good faith estimate of future financial performance and are based on fair and reasonable assumptions and investigations by this Borrowers. (d) No Credit Party has any Contingent Obligations, liabilities for Taxes or other financial obligations which are material in the aggregate, except as disclosed in the Financial Statements, other than Contingent Obligations owing by JAKKS to Licensors under all License Agreement Guaranties, and other Contingent Obligations disclosed in JAKKS’ Form 10-K or 10-Q, as applicable, filed with the related financing thereof Securities and (y) be prepared and approved by TargetExchange Commission.

Financial Statements; Projections. Each Arranger (a) Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Lenders shall have received Target for the fiscal years ended 2012, 2013 and 2014, (1ii) unaudited consolidated balance sheets and related unaudited statements of income and cash flows of the Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target fiscal quarter (other than the fourth fiscal quarter) ended after December 31, 2006 the last day of its most recent fiscal year and at least 45 days prior to the Closing Date; Date and (2iii) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) a pro forma consolidated balance sheets sheet and related statements pro forma consolidated statement of income of Holdings Borrower as of and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated nine-month period ending on the last day of the respective most recently ended fiscal quarter ended at least 45 days (or 90 days in case such period is the end of Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such day (in the case of such balance sheet) or at the beginning of such period (in the case of balance sheets) or on the first day such statement of income), which need not be prepared in compliance with Regulation S-X of the respective Securities Act of 1933, as amended, or include adjustments for acquisition accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). In the case of the financial statements described in clauses and above, such financial statements have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby, except as otherwise noted therein, and present fairly in all material respects the financial condition and results of operations of Borrower and its Subsidiaries as of the dates and for the periods to which they relate (subject to, in the case of income statementsthe financial statements referred to in clause (ii) above, year-end audit adjustments and the absence of footnote disclosures). (b) Borrower has heretofore delivered to the Administrative Agent the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2016 through 2020 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) consistently applied throughout the fiscal years covered thereby; , and (4iii) detailed projected consolidated financial statements the information reasonably available to, or in the possession or control of, the Loan Parties as of the 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 performance and are subject to significant uncertainties and contingencies, many of which are beyond the control of Holdings and its Subsidiaries for and (y) no assurance can be given that any particular financial projection will be realized, and that actual results during the eight Fiscal Years ended after period or periods covered by the Projections may differ from the projected results, and such differences may be material). (c) Since the Closing Date, which projections shall (x) reflect there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to result, individually or in the forecasted consolidated financial condition of Holdings and its Subsidiaries (andaggregate, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Targetin a Material Adverse Effect.

Financial Statements; Projections. Each Arranger (a) The Loan Parties have heretofore furnished to each Lender (i) the consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of March 31, 2011, and the Lenders shall have received (1) unaudited related consolidated balance sheets and related statements of income and operations, cash flows of Target and its Subsidiaries changes in stockholders’ equity for the fiscal year then ended, as examined and reported on by BDO USA, LLP, independent registered public accounting firm for the Borrower, who delivered an unqualified report in respect thereof and (which (xii) need not include any information or notes not required by GAAP to be included in interim the interim, unaudited financial statements contained in the Borrower’s quarterly report on Form 10-Q for the quarter ended December 31, 2011. Such financial statements (including the notes thereto and (y) are subject to normal year-end adjustmentsaudit adjustments with respect to quarterly financial statements) for each Fiscal Quarter present fairly the financial condition of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings Borrower and its consolidated Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period dates thereof and the results of their operations and their cash flows for the respective periods then ended, all in conformity with GAAP. (b) The Loan Parties have delivered to the Lenders projections (the “Projections”) covering the fiscal years ending March 31, 2012 through 2016 of the Loan Parties, which are included in the case Information Memorandum delivered to the Lenders dated as of balance sheets) or February, 2012. The Projections were internally prepared by the Loan Parties on a consolidated and consolidating basis and represent the first day best available good faith estimate of the respective period (in Loan Parties, as of the case time that the Projections were prepared, regarding the course of income statements) covered thereby; and (4) detailed projected consolidated financial statements the business of Holdings and its Subsidiaries the Loan Parties for the eight Fiscal Years ended after periods covered by the Closing DateProjections. The Projections are not a guaranty of future performance, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by TargetLoan Parties make no representation or warranty with respect to such performance as actual results may differ from the Projections.

Financial Statements; Projections. Each Arranger and the Lenders Purchaser shall have received the following: (1i) unaudited the audited consolidated balance sheets and related statements sheet of income and cash flows of Target the Company and its Subsidiaries for the fiscal year ended December 31, 1995, and the related audited consolidated statements of operations, stockholders' equity and cash flows, in each case prepared in accordance with GAAP; (which ii) the unaudited consolidated and consolidating balance sheet of the Company and its Subsidiaries for each of the three fiscal quarters during the period ended September 30, 1996, and the related consolidated statements of operations, stockholders' equity and cash flows, in each case prepared in accordance with GAAP (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end audit adjustments); (iii) the audited annual Statutory Statement of the Principal Insurance Subsidiary for each Fiscal Quarter of Target the fiscal year ended after December 31, 2006 1995, and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements unaudited quarterly Statutory Statement of income and cash flows of Target the Principal Insurance Subsidiary for each month of the three fiscal quarters during the period ended after any Fiscal Quarter ended after December 31September 30, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above1996, in each case prepared in accordance with SAP and as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period filed with such Principal Insurance Subsidiary's Applicable Insurance Regulatory Authority; and (in the case of balance sheetsiv) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings for the Company and its Subsidiaries for each year during the eight Fiscal Years ended after period from fiscal year 1997 to and including fiscal year 2002 (the Closing Date"Projections"), which projections Projections have been prepared in good faith on the basis of sound financial planning practice, and have been based on assumptions believed by the Company to be reasonable at the time made and upon all relevant information then available to the Company and shall (x) reflect the forecasted consolidated financial condition and income and expenses of Holdings and its Subsidiaries (and, applicable, of the Company and its Subsidiaries), after and a pro forma Closing Date balance sheet giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Targethereby.

Financial Statements; Projections. Each Arranger (a) The Loan Parties have heretofore furnished to each Lender (i) the consolidated balance sheet of the Parent and its consolidated Subsidiaries as of March 31, 2007, and the Lenders shall have received (1) unaudited related consolidated balance sheets and related statements of income and operations, cash flows and changes in stockholders’ equity for the fiscal year then ended and the balance sheet (as restated) of Target the Parent and its consolidated Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter as of Target ended after December March 31, 2006 2006, and at least 45 days prior to the Closing Date; (2) interim related consolidated balance sheets and related statements of income and operations, cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause and changes in stockholders’ equity (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Targetas restated) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) abovefiscal year then ended, in each case prepared as if examined and reported on by BDO Sxxxxxx, LLP, independent registered public accounting firm for the transactions contemplated by this Agreement had been consummated Parent, who delivered an unqualified (except with respect to the effectiveness of internal control over financial reporting) opinion in respect thereof and (ii) the interim, unaudited financial statements contained in the Parent’s quarterly report on Form 10-Q for the last day quarter ended September 29, 2007. Such financial statements (including the notes thereto) present fairly the financial condition of the Parent and its consolidated Subsidiaries as of the respective period dates thereof and the results of their operations and their cash flows for the respective periods then ended, all in conformity with GAAP. (b) The Loan Parties have delivered to the Lenders projections (the “Projections”) covering the fiscal years ending 2008 through 2012 of the Loan Parties, which are included in the case Information Memorandum delivered to the Lenders dated as of balance sheets) or November, 2007. The Projections were internally prepared by the Loan Parties on a consolidated and consolidating basis and represent the first day best available good faith estimate of the respective period (in Loan Parties, as of the case time that the Projections were prepared, regarding the course of income statements) covered thereby; and (4) detailed projected consolidated financial statements the business of Holdings and its Subsidiaries the Loan Parties for the eight Fiscal Years ended after periods covered by the Closing DateProjections. The Projections are not a guaranty of future performance, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by TargetLoan Parties make no representation or warranty with respect to such performance as actual results may differ from the Projections.

Financial Statements; Projections. Each Arranger (a) Included in Section 2.6(a) of the Disclosure Schedule are (i) the audited balance sheets of the Company as of December 31, 2000, 2001 and 2002 (the balance sheet for the most recently completed fiscal year being referred to as the “Base Balance Sheet”) and the Lenders shall have received (1) unaudited consolidated balance sheets and related statements of income income, cash flows and stockholders’ equity for the fiscal year then ended, and (ii) the unaudited balance sheet as of September 30, 2003 and the related statements of income, cash flows and stockholders’ equity for the nine (9) month period then ended, all of which statements (including the footnotes and schedules thereto) were prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods covered thereby and fairly present the financial condition of the Company on the dates of such statements and the results of their operations and cash flows for the periods covered thereby (except, in the case of Target the unaudited interim statements, for the absence of footnote disclosures and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal customary year-end adjustments). (b) Included in Section 2.6(b) of the Disclosure Schedule are projections for the Company’s next two (2) fiscal years. Such projections of future financial results are based upon information available to the Company as of the date thereof and upon assumptions believed by the Company to be reasonable, subject to unforeseen general business conditions, world events, and economic factors which are beyond its control or other unanticipated future events which could have an unforeseen impact on the performance or condition of the Company. Such projections may not be achieved in the event of any changes in the facts and circumstances upon which such forecasts, projections and assumptions are based which changes could not reasonably have been foreseen at the date on which such projections and assumptions were made. The projections involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company, or industry results, to differ materially from any future results, performance or achievements expressed or implied in the forecasts and projections. Nothing in the representation in this Section 2.6(b) shall be deemed a guaranty of achievement of the financial results set forth in such projections. (c) Included in Section 2.6(c) of the Disclosure Schedule are (i) audited annual statements of each Fiscal Quarter Subsidiary that is an insurance company as of Target ended after December 31, 2006 2000, 2001 and at least 45 days prior to the Closing Date; 2002, and (2ii) interim consolidated balance sheets and related unaudited quarterly statements of income each Subsidiary that is an insurance company as of March 31, June 30 and September 30, 2003, as filed with the insurance regulatory authority in its state of domicile, together will all exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (the “Statutory Statements”), all of which Statutory Statements were prepared in accordance with statutory accounting principles prescribed or permitted by the Subsidiary’s state of domicile (“SAP”) consistently applied during the periods covered thereby and fairly present the financial condition of those Subsidiaries on the dates of such statements and the results of their operations and cash flows of Target for each month the periods covered thereby, and no insurance regulatory authority has asserted any material deficiency with respect to such Statutory Statements. (d) The statutory reserves, and other liability amounts required by GAAP or SAP, as applicable, to be determined using actuarial methods, in the Statutory Statements for the years ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above 2000, 2001 and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) 2002 for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, Company were determined in accordance with commonly accepted actuarial standards applied in each case prepared as if in a manner consistent with past practices, are fairly stated in accordance with sound actuarial principles, and are based on reasonable actuarial assumptions necessary to meet the transactions contemplated by this Agreement had been consummated on the last day requirements of applicable law. (e) Section 2.6(e) of the respective period (Disclosure Schedule contains a complete, correct and accurate list of each of the securities in the case Company’s investment portfolio and their fair market value as of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing DateNovember 30, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Target2003.

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received (1) unaudited the consolidated balance sheets and related statements of income income, stockholders' equity and cash flows of Target Borrower (i) as of and its Subsidiaries for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003, audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent public accountants, and (which (xii) need not include any information or notes not required as of and for the three-month period ended March 31, 2004 and for the comparable period of the preceding fiscal year, in each case, certified by GAAP to be included in interim the chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to SECTIONS 5.01(a), (yb) are subject and (c) 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 Borrower as of the dates and for the periods to normal year-end adjustments) for each Fiscal Quarter which they relate. Except as set forth in such financial statements and the Schedules to this Agreement, as of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; , there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the Senior Note Documents. (2b) interim Borrower has heretofore delivered to the Lenders Borrower's unaudited PRO FORMA consolidated balance sheets sheet and related statements of income and cash flows of Target flows, PRO FORMA EBITDA and other operating data for each month the fiscal year ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above 2003, and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets as of and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year three-month period ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) aboveMarch 31, 2004, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated 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 have been prepared in good faith by this Agreement the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the date made 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 the related financing thereof 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. (yc) The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to be prepared reasonable when made, it being recognized by Lenders, however, that projections as to future events are not to be viewed as facts and approved that the actual results during the period or periods covered by Targetsaid projections probably will differ from the projected results and that the differences may be material. (d) Since December 31, 2003, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. Each Arranger and the Lenders shall have received (1) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company Holdings and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Target.

Financial Statements; Projections. Each Arranger Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Lenders shall have received Target for the fiscal years ended 2012, 2013 and 2014, (1ii) unaudited consolidated balance sheets and related unaudited statements of income and cash flows of the Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target fiscal quarter (other than the fourth fiscal quarter) ended after December 31, 2006 the last day of its most recent fiscal year and at least 45 days prior to the Closing Date; Date and (2iii) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) a pro forma consolidated balance sheets sheet and related statements pro forma consolidated statement of income of Holdings Borrower as of and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated nine-month period ending on the last day of the respective most recently ended fiscal quarter ended at least 45 days (or 90 days in case such period is the end of Borrower’s fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such day (in the case of such balance sheet) or at the beginning of such period (in the case of balance sheets) or on the first day such statement of income), which need not be prepared in compliance with Regulation S-X of the respective Securities Act of 1933, as amended, or include adjustments for acquisition accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). In the case of the financial statements described in clauses and above, such financial statements have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby, except as otherwise noted therein, and present fairly in all material respects the financial condition and results of operations of Borrower and its Subsidiaries as of the dates and for the periods to which they relate (subject to, in the case of income statements) covered thereby; and (4) detailed projected consolidated the financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Datereferred to in clause (ii) above, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement year-end audit adjustments and the related financing thereof and (y) be prepared and approved by Targetabsence of footnote disclosures).

Financial Statements; Projections. Each Arranger Prior to the Restatement Effective Date, each of Holdings, the Borrower and the Lenders Account Party shall have received delivered or caused to be delivered to the Administrative Agent with copies for each Bank: (1a) the audited Annual Statement of each Regulated Insurance Company which is a Material Subsidiary for the fiscal year ended December 31, 1999, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Annual Statements shall be satisfactory in form and substance to the Administrative Agent; (b) the unaudited consolidated Quarterly Statement of each Regulated Insurance Company which is a Material Subsidiary for the fiscal quarter ended March 31, 2000, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statements shall be satisfactory in form and substance to the Administrative Agent; (c) the audited balance sheets and related statements sheet of income and cash flows of Target Trenwick and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustmentson a consolidated basis) for each Fiscal Quarter of Target the fiscal year ended after December 31, 2006 1999, and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income income, of stockholders' equity and of cash flows flows, in each case prepared in accordance with GAAP; (d) the audited balance sheet of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated balance sheets and related statements of income of LaSalle Re Holdings and its Subsidiaries (including Targeton a consolidated basis) for the Fiscal Year fiscal year ended 2006 September 30, 1999, and for any quarters ended thereafter for which unaudited financial the related statements are required to be delivered pursuant to clause (1) aboveof income, of stockholders' equity and of cash flows, in each case prepared as if in accordance with GAAP; (e) the transactions contemplated by this Agreement had been consummated on the last day unaudited balance sheet of the respective period (in the case of balance sheetsi) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings Trenwick and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (xon a consolidated basis) reflect the forecasted consolidated financial condition of and (ii) LaSalle Re Holdings and its Subsidiaries (andon a consolidated basis), applicablein each case for the fiscal quarter ended March 31, 2000, and the related unaudited statements of income, of Company stockholders' equity and of cash flows, in each case prepared in accordance with GAAP; (f) projected financial statements for Holdings and its Subsidiaries), reflecting the projected financial condition, income and expenses of Holdings and its Subsidiaries, after giving effect to the Transaction and the other transactions contemplated by this Agreement hereby, which projected financial statements shall be reasonably satisfactory in form and substance to the Administrative Agent; and (g) a pro forma balance sheet of Holdings and its Subsidiaries as of March 31, 2000, after giving effect to the Transaction (as if the Transaction had occurred prior to such date) and the related financing thereof and (y) be prepared and approved by Targetother transactions contemplated hereby.

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received (1) unaudited the consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of Target the Acquired Business (i) as of and its Subsidiaries for the fiscal years ended December 30, 2000, December 29, 2001, December 28, 2002, December 27, 2003 and January 1, 2005 audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (which ii) as of and for the nine-month periods ended September 30, 2003 and September 30, 2005 and for the comparable period of the preceding fiscal years (x) need not include any information or notes not required which, in the case of the financial statements dated September 30, 2003, shall have been subject to a SAS 100 review), in each case, certified by GAAP to be included in interim the chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), and (yb) have been prepared in accordance with GAAP (except, in the case of Sections 5.01(b), for the absence of notes thereto) and present fairly and accurately the financial condition and results of operations and cash flows of the Acquired Business as of the dates and for the periods to which they relate. Except as set forth in such financial statements, there are subject no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to normal year-end adjustmentsresult in a Material Adverse Effect. (b) for each Fiscal Quarter of Target ended after December 31, 2006 and at least 45 days prior Borrower has heretofore delivered to the Closing Date; (2) interim Lenders the Acquired Business’s unaudited and estimated pro forma consolidated balance sheets sheet and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) estimated pro forma consolidated balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) EBITDA for the Fiscal Year fiscal year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) aboveDecember 27, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby; and (4) detailed projected consolidated financial statements of Holdings and its Subsidiaries for the eight Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Holdings and its Subsidiaries (and, applicable, of Company and its Subsidiaries)2003, after giving effect to the transactions contemplated January 2004 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 estimated pro forma financial statements have been prepared in good faith by this Agreement the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the related financing thereof Closing 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 January 2004 Transactions, and present fairly the estimated pro forma consolidated financial position and results of operations of the Acquired Business as of such date and for such periods, assuming that the January 2004 Transactions had occurred at such dates. (yc) The forecasts of financial performance of Holdings and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable. (d) Since December 28, 2002 there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be prepared and approved by Targetexpected to result in a Material Adverse Effect.

Financial Statements; Projections. Each Arranger and the Lenders shall have received from Holdings (1i) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which as soon as available but in no event later than May 31, 2005, (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target ended after December 31, 2006 and at least 45 days prior to the Closing Date; (2) interim consolidated balance sheets and related statements of income and cash flows of Target for each month ended after any Fiscal Quarter ended after December 31, 2006 for which unaudited financial statements are required to be delivered pursuant to clause (1) above and at least 30 days prior to the Closing Date; (3) pro forma consolidated and consolidating balance sheets and related statements of income of Holdings and its Subsidiaries (including Target) for the Fiscal Year ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on of the last day of the respective period Fiscal Quarter ended on or about March 31, 2005 and (in the case of balance sheetsy) or on the first day of the respective period (in the case of pro forma consolidated and consolidating income statements) covered thereby; , statements of cash flow and (4) detailed projected consolidated financial statements of shareholders' equity of Holdings and its Subsidiaries for the eight Fiscal Years fiscal quarter and for the twelve-month period ended after on or about March 31, 2005, in each case reflecting the Closing consummation of the Kerr Acquisition, the related financings and the other trxxxxctions contemplated by the Credit Documents and the Kerr Acquisition -91- Xxcuments to occur on or prior to the Second Amendment Effective Date, which projections shall or (xii) reflect if such pro forma financial statements for the forecasted twelve-month period ended on or about March 31, 2005 are not available prior to May 31, 2005, then pro forma consolidated financial condition and consolidating balance sheets of Holdings and its Subsidiaries (andas of the last day of the Fiscal Year ended on or about December 31, applicable, of Company and its Subsidiaries), after giving effect to the transactions contemplated by this Agreement and the related financing thereof 2004 and (y) pro forma consolidated and consolidating income statements, statements of cash flow and statements of shareholders' equity of Holdings and its Subsidiaries for the twelve-month period ended on or about December 31, 2004, in each case reflecting the consummation of the Kerr Acquisition, the related financings and the other transxxxxons contemplated by the Credit Documents and the Kerr Acquisition Documents to occur on or prior to the Secoxx Xmendment Effective Date, and in each of clauses (i) and (ii) above, such pro forma financial statements shall be prepared in form and approved substance reasonably satisfactory to Co-Syndication Agents and shall meet the requirements of Regulation S-X for registration statements to be filed with the United States Securities and Exchange Commission on Form S-1 (except as waived in writing by TargetCo-Syndication Agents) and (iii) the Projections.

Financial Statements; Projections. Each Arranger and (a) Borrower has heretofore delivered to the Lenders shall have received (1i) unaudited the consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of Target Borrower (A) as of and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements and (y) are subject to normal year-end adjustments) for each Fiscal Quarter of Target the fiscal years ended after December 31, 2006 2012, December 31, 2011, and at least 45 days prior to December 31, 2010, audited by and accompanied by the Closing Date; unqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and (2B) interim as of and for the nine-month period ended September 30, 2013, and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower and (ii) the consolidated balance sheets and related statements of income income, stockholders’ equity and cash flows of the Target as of and for each month the fiscal years ended after any Fiscal Quarter ended after December 31September 30, 2006 for which unaudited 2012, and September 30, 2011, audited by and accompanied by the unqualified opinion (except in the case of the Target’s financial statements ended September 30, 2012, which are required qualified solely with respect to be the fair value of redeemable shares) of Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx (S.E.N.C.R.L.), independent public accountants, 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) and (b) have been prepared in accordance with GAAP (or, in the case of the Target’s financial statements in clause (1ii) above above, IFRS) consistently applied throughout the applicable period covered, respectively, thereby and at least 30 days prior present fairly and accurately the financial condition and results of operations, cash flows and stockholders’ equity of Borrower and the Acquired Business, as applicable, as of the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as 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, to the Closing Date; knowledge of any Loan Party, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (3b) Borrower has heretofore delivered to the Lenders Borrower’s unaudited pro forma consolidated balance sheets sheet and related statements of income (but not a pro forma statement of Holdings and its Subsidiaries (including Targetcash flows) for the Fiscal Year twelve-month period ended 2006 and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (1) aboveSeptember 30, 2013, in each case prepared after giving effect to the Transactions as if the transactions contemplated by this Agreement they had been consummated occurred on the last day of the respective period (such date in the case of the balance sheets) or on the first day sheet and as of the respective period (beginning of all periods presented in the case of the statements of income statementsand cash flows. Such pro forma financial statements (A) covered thereby; have been prepared in good faith by the Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above and (4iii) detailed projected the best information available to the Loan Parties as of the date of delivery thereof, (B) accurately reflect all adjustments required to be made to give effect to the Transactions, (C) have been prepared in accordance with GAAP (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 statements position and results of Holdings 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 the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2013 – 2018, including forecasts of financial performance on a quarterly basis for the first eight Fiscal Years ended fiscal quarters occurring after the Closing Date, Date (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which projections shall (x) reflect assumptions are believed by the forecasted consolidated financial condition of Holdings Loan Parties on the date hereof and its Subsidiaries (and, applicable, of Company and its Subsidiariesthe Closing Date to be reasonable), after giving effect (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the periods covered thereby, and (iii) the best information available to the transactions contemplated by this Agreement Loan Parties as of the date hereof and the related financing thereof and Closing Date. (yd) Since August 31, 2013, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be prepared and approved by Targetexpected to result in, either individually or in the aggregate, a Material Adverse Effect.