Common use of Financial Statements Clause in Contracts

Financial Statements. The consolidated financial statements of the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each of the Company years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the related notes thereto included in the Annual Report on Form 10-K Audited Financial Statements and the most recent Quarterly Report on Form 10-Q included among Reference Financial Statements, the SEC Filings "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial positioncondition, income, changes in stockholders’ equity, cash flow and results of operations and cash flows of the Company York and the its Subsidiaries at as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andnormally recurring year-end adjustments that are not, in the case aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of quarterly any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial statementsreporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as permitted by Form 10-Q under the Securities Act). Except as set forth disclosed in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsFinancial Statements. York has no debts, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business, business consistent (as to amount and nature) with past practices, none of which, individually or practice and in the aggregate, have had or could reasonably be expected amounts that are not material to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company York and the Subsidiaries, its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The consolidated balance sheet of the Company as of December 31, 1999 (the "Audited Balance Sheet") and the related statements of operations, cash flows and changes in stockholders equity for the year then ended, certified by PricewaterhouseCoopers, LLP (the "1999 Financials"), and the consolidated financial statements of the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10Company SEC Filings have been prepared in accordance with generally accepted accounting principles consistently applied and consistent with prior periods, subject, in the case of unaudited interim consolidated financial statements, to year-K end adjustments (which consist of normal recurring accruals) and the most recent Quarterly Report on Form 10-Q absence of certain footnote disclosures. The consolidated balance sheets of the Company included among in the 1999 Financials and the Company SEC Filings fairly present the consolidated financial positionposition of the Company as of their respective dates, income, changes in stockholders’ equityand the related consolidated statements of operations, cash flow flows and stockholders' equity included in the 1999 Financials and the Company SEC Filings fairly present the consolidated results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they applythen ended, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly unaudited interim financial statements, as permitted by Form 10to year-Q under end adjustments (which consist of normal recurring accruals) and the Securities Act)absence of certain footnote disclosures. Except as set forth in the financial statements None of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by generally accepted accounting principles to be reflected in a consolidated balance sheet (or reflected in the notes thereto), except for those (i) that are accrued or reserved against in the Company's financial statements (or reflected in the notes thereto) included in the 1999 Financials and the Company SEC Filings, (ii) that were incurred subsequent to March 31, 2000 in the ordinary course of business, business and consistent (as to amount and nature) with past practicespractice, none of which, or (iii) that would not individually or in the aggregate, have had or could reasonably be expected to aggregate have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in Effect on the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCompany.

Financial Statements. The Company has previously made available to Parent copies of (a) the consolidated financial statements balance sheet of the Company and its Subsidiaries as of December 31 for the Subsidiaries together with fiscal year 2006, and the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, consolidated statements of income, changes in stockholdersshareholders’ equityequity and cash flows for the fiscal years 2005 and 2006, cash flow accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent public accountants with respect to the Company (the “2006 Audited Financial Statements”) and results of operations (b) the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2007, and the related consolidated statements of income, shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, each of the December 31, 2006 and March 31, 2007 consolidated balance sheets of the Company (including the related notes, where applicable) fairly present the consolidated financial position of the Company and its Subsidiaries at as of the date of such balance sheet, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and such the financial statements have been to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations records of the Company and the Subsidiariesits Subsidiaries have been, taken as a wholeand are being, whether or not arising maintained in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; accordance with GAAP and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. (a) The consolidated financial combined balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, 2001 and the related combined statements of income, expenses and net margins, changes in Members' equity and cash flows for the Company and the Subsidiaries together with fiscal year ended May 31, 2001, including the related notes thereto included notes, accompanied by the opinion and report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (i) the Annual Report on Form 10-K combined financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the combined results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the most recent Quarterly Report on Form 10-Q included among audited financial statements or in the SEC Filings fairly present notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and statements. All such financial statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulationsapplied on a basis consistent with prior periods, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, therein. The same representations as permitted by Form 10-Q under the Securities Act). Except as are set forth in this Section 4.02 shall be deemed to have been made by the Borrower in respect of the most recent annual and quarterly financial statements of the Company set forth in Borrower and its Consolidated Subsidiaries (except that the Annual Report on Form 10-K opinion and report of Xxxxxx Xxxxxxxx & Co. may be replaced by an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or required to be furnished to the most recent Quarterly Report on Form 10-Q included among Banks prior to or at the SEC Filings, since the date time of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses making of each of Loan hereunder, at the Company and time the Subsidiaries conform in all material respects same are furnished or required to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsbe furnished.

Financial Statements. The Buyer has delivered to Seller -------------------- accurate and complete copies of (i) Alliance PLC's audited consolidated financial balance sheet as of April 30, 1999, and the related audited consolidated statements of income, stockholders' equity and cash flows for the Company year then ended, and the Subsidiaries notes and schedules thereto, together with the related notes thereto included in unqualified report thereon of KPMG Audit Plc, independent public accountants (the Annual Report on Form 10-K "Audited Financial Statements") and (ii) Buyer's unaudited consolidated balance sheet as of January 31, 2000 (the "Latest Balance Sheet"), and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, related unaudited consolidated statements of income, changes in stockholders’ ' equity, and cash flow and results of operations of the Company and the Subsidiaries at the respective dates and flows for the respective periods to which they applythree-month period then ended (the "Unaudited Financial Statements"), and such certified by Buyer's chief financial statements officer (collectively, the "Financial Statements"). The Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of Alliance PLC and Buyer and their respective consolidated Subsidiaries in conformity with generally accepted U.S. GAAP accounting principles (“GAAP”) and the Rules and Regulations, consistently applied on a basis consistent with preceding years throughout the periods involved and (iii) fairly present Alliance PLC's and Buyer's (as applicable) consolidated financial position as of the respective dates thereof and Alliance PLC's and Buyer's (as applicable) consolidated results of operations and cash flows for the periods then ended. The statements of income included in the Financial Statements do not contain any items of special or nonrecurring income except as may be disclosed therein or identified in the notes thereto, and, and the balance sheets included in the case Financial Statements do not reflect any write-up or revaluation increasing the book value of quarterly financial statementsany assets, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, nor have there been any transactions since the date of the latest financial statements included in the most recent Quarterly Report on Form 10Latest Balance Sheet giving rise to special or nonrecurring income or any such write-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent up or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsrevaluation.

Financial Statements. The consolidated Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) the audited balance sheets of the Company Minority Bank as of December 31, 2011, 2010 and 2009 and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, statements of income, changes in stockholders’ equityequity and cash flows for the fiscal years then ended, cash flow and results of operations (b) the unaudited interim balance sheet of the Company Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the Subsidiaries at the respective dates and related statement of income for the respective periods to which they applysix-month period then ended (together with the Minority Bank Interim Balance Sheet, the “Minority Bank Interim Financial Statements”). The Minority Bank Financial Statements are complete and such financial statements correct and have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved involved. Each balance sheet (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements including any related notes) included in the most recent Quarterly Report on Form 10-Q Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course Minority Bank Financial Statements presents fairly the results of businessoperations and cash flow, consistent respectively, of the Minority Bank for the period set forth therein; provided, however, that the Minority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-end adjustments (as to amount and nature) with past practices, none of whichwhich adjustments will not be, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been no material adverse change or development involving a prospective material change in certified by the conditionMinority Bank’s independent auditor, financial or otherwisewho has expressed an unqualified opinion on such Minority Bank Financial Statements, or in the earnings, business, prospects or results of operations and each of the Company Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stockprincipal accounting officer. The outstanding debtbooks, the property, both tangible records and intangible, and the businesses accounts of each of the Company Minority Bank accurately and the Subsidiaries conform fairly reflect, in reasonable detail, all material respects transactions and all items of income and expense, assets and liabilities and accruals relating to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsMinority Bank.

Financial Statements. The Parent Holdings has previously made available to Golden State copies of (a) the consolidated financial statements of financial condition of Parent Holdings and its Subsidiaries as of December 31 for the Company fiscal years 1995 and 1996 and the Subsidiaries together with related consolidated statements of operations, stockholder's equity and cash flows for the related notes thereto included fiscal years 1994 through 1996, inclusive, as reported in the Parent Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent Holdings, and (b) the unaudited consolidated statements of financial condition of Parent Holdings and its Subsidiaries as of September 30, 1997 and September 30, 1996 and the most recent related unaudited consolidated statements of operations, stockholder's equity and cash flows for the nine-month periods then ended as reported in Parent Holdings' Quarterly Report on Form 10-Q included among for the period ended September 30, 1997 filed with the SEC Filings under the Ex- change Act. The December 31, 1996 consolidated statement of financial position of Parent Holdings (including the related notes, where applicable) fairly presents the consolidated financial position of Parent Holdings and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholder's equity and consolidated financial position of Parent Holdings and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Parent Holdings and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The Golden State has previously made available to Parent Holdings copies of (a) the consolidated financial statements of financial condition of GFB and its Subsidiaries as of June 30 for the Company fiscal years 1996 and 1997, and the Subsidiaries together with related consolidated statements of operations, changes in stockholders' equity and cash flows for the related notes thereto included fiscal years 1995 through 1997, inclusive, as reported in the GFB's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the OTS under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to GFB, and (b) the unaudited consolidated statements of financial condition of Golden State and its Subsidiaries as of September 30, 1997 and the most recent related unaudited consolidated statements of operations and cash flows for the three-month period then ended as reported in Golden State's Quarterly Report on Form 10-Q included among for the period ended September 30, 1997 filed with the Securities and Exchange Commission (the "SEC") under the Exchange Act. The June 30, 1997 consolidated statement of financial condition of GFB (including the related notes, where applicable) fairly presents the consolidated financial position of GFB and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Golden State with the SEC Filings after the date hereof will fairly present (subject, in the financial positioncase of the unaudited statements, incometo recurring audit adjustments normal in nature and amount), changes in stockholders’ equity, cash flow and the results of the consolidated operations and consolidated financial position of GFB and its Subsidiaries, and Golden State and its Subsidiaries, as the Company and case may be, for the Subsidiaries at respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and such the financial statements have been to be filed by Golden State with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and the SEC, as applicable, with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Golden State with the SEC after the date hereof will be, prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Golden State and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The consolidated financial statements Company has previously delivered to Parent or attached to Section 3.07(b) of the Company Disclosure Schedule, the following financial statements (collectively the “Financial Statements”): (i) the Company’s consolidated audited balance sheets and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, incomeconsolidated statements of operations, changes in stockholders’ equity, equity and comprehensive (loss) income and cash flow and results flows as of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they applystated years ended September 30, 2008, 2007, and such financial 2006, and (ii) the Company’s consolidated unaudited balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive (loss) income and cash flows as of and for the interim periods beginning October 1, 2008 and ended June 30, 2009 (collectively, the “Most Recent Financial Statements”) (the month ended June 30, 2009 is hereinafter referred to as the “Most Recent Fiscal Month End”). The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations), consistently applied on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP or as may be disclosed therein or indicated in the notes thereto, andif any) (hereinafter, “Consistently Applied”) and present fairly in all material respects the case of quarterly consolidated financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations position of the Company and its Subsidiaries as of the Subsidiariesrespective dates thereof and the consolidated results of operations for the periods indicated; provided, taken as that, the Most Recent Financial Statements are subject to normal year-end audit adjustments (which are not material on a whole, whether or not arising in the ordinary course of business; (iiiconsolidated basis) neither the Company nor any Subsidiary has entered into any material transaction and omit footnotes and other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stockpresentation items which are required by GAAP. The outstanding debt, the property, both tangible and intangible, and the businesses of each Financial Statements reflect all adjustments necessary for a fair presentation of the Company and the Subsidiaries conform in all material respects to the descriptions thereof financial information contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstherein.

Financial Statements. The consolidated financial statements of the Company and the Subsidiaries together with the related notes thereto included Included in the Company's Annual Report -------------------- on Form 10-K for the year ended December 31, 1998 is the Company's audited balance sheet (the "Balance Sheet") as of December 31, 1998 (the "Balance Sheet ------------- ------------- Date"), and the most recent Quarterly Report audited statement of operations for the twelve-month period then ---- ended. Included in the Company's Registration Statement on Form 10-Q included among S-1 effective June 19, 1998 (the SEC Filings fairly present "Form S-1") are the financial positionCompany's audited balance sheets as of -------- April 30, income1996 and 1997, changes in stockholders’ equityand December 31, 1997, and the audited statements of operations, cash flow and results of operations shareholders' equity for each of the Company and periods then ended, together with the Subsidiaries at related opinion thereon of Xxxxxx Xxxxxxxx LLP, independent certified public accountants. Included in the respective dates and Company's Report on 10-Q for the respective periods to which they applyquarterly period ended March 31, and such financial statements have been prepared in conformity with generally accepted accounting principles 1999 (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by "Form 10-Q under Q") are the Securities Act)--------- Company's unaudited balance sheet as of March 31, 1999 and the unaudited statement of operations for the three-month period then ended. Except as set forth in the The foregoing financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither are in accordance with the Company nor any books and records of its Subsidiaries has incurred any liabilitiesthe Company, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no present fairly in all material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiariesrespects, taken as a whole, whether or not arising in the ordinary course financial condition of business; the Company at the Balance Sheet Date and other dates therein specified and the results of its operations and cash flow for the periods therein specified, and (iii) neither have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods ("GAAP"). Specifically, but not by way of limitation, ---- the Company nor Balance Sheet discloses all of the material debts, liabilities and obligations of any Subsidiary has entered into any material transaction other than in the ordinary course of business; nature (whether absolute, accrued, contingent or otherwise and (ivwhether due or to become due) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and at the Subsidiaries conform Balance Sheet Date which must be disclosed on a balance sheet in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccordance with GAAP.

Financial Statements. The consolidated (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Company Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the Subsidiaries combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the related notes thereto included if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations case of the Company and Audited Financial Statements, a report of the Subsidiaries at the respective dates and independent accountants for the respective periods to which they applyTransmission Business, prepared from the books and such financial statements have been prepared records of Entergy and in conformity accordance with generally accepted accounting principles GAAP (“GAAP”with no exception or qualification thereto) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved (except as may otherwise be disclosed therein or in required under GAAP) and the notes theretorules and regulations of the SEC, and, in including the case requirements of quarterly financial statements, as permitted by Form 10Regulation S-Q X and Regulation S-K under the Exchange Act and the Securities Act). Except as set forth in the financial statements Act and of the Company set forth type and form customarily included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date offering documents used in private placements under Rule 144A of the latest Securities Act (including pro forma financial statements included information), and which present fairly in all material respects the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount combined financial position and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or combined results of operations of the Company and the Subsidiaries, taken Transmission Business as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company dates and for the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsperiods shown therein.

Financial Statements. The First National Bankshares has previously made available to Fifth Third true and correct copies of (i) the consolidated financial balance sheets of First National Bankshares and its Subsidiaries as of December 31, 2001, 2002 and 2003 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years ended December 31, 2001 through 2003, inclusive, as reported in the First National Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (the “First National Bankshares 10-K”), filed with the SEC under the Exchange Act and accompanied by the audit report of Ernst and Young LLP, independent public accountants with respect to First National Bankshares, and (ii) the unaudited consolidated balance sheet of First National Bankshares and its Subsidiaries as of March 31, 2003 and 2004, and the most recent related consolidated statements of income, changes in shareholders’ equity and cash flows for the three-month periods then ended, as reported in First National Bankshares’ Quarterly Report on Form 10-Q included among for the SEC Filings quarterly period ended March 31, 2004 (the “First National Bankshares 10-Q”). The financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the financial position, incomeconsolidated results of operations, changes in stockholdersshareholders’ equity, cash flow flows and results financial position of operations First National Bankshares and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates therein set forth, subject to normal recurring adjustments in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (involved, except in each case as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K First National Bankshares and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Subsidiaries Prospectus, together with the related notes thereto included schedules (if any) and notes, present fairly in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present all material respects the financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company and the Subsidiaries Subsidiary (as defined below) at the respective dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and the Subsidiary for the respective periods to which they applyspecified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) and ), as issued by the Rules and RegulationsInternational Accounting Standards Board, consistently applied on a consistent basis throughout the periods involved (except and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as may be disclosed therein or applicable. The supporting schedules, if any, included in the notes thereto, andRegistration Statement present fairly in all material respects, in accordance with IFRS, the case of quarterly financial statements, as permitted by Form 10information required to be stated therein. The information in the Pre-Q Pricing Prospectus and the Prospectus under the Securities Act). Except as set forth captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10Registration Statement, the General Disclosure Package and the Prospectus. All “non-Q included among the SEC Filings: GAAP financial measures” (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred as such term is defined in the ordinary course of business, consistent (as to amount rules and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations regulations of the Company and the SubsidiariesCommission), taken as a wholeif any, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-K and of the most recent Quarterly Report on Form 10-Q included among Commission, to the SEC Filingsextent applicable.

Financial Statements. (a) The Buyer has previously made available to the Company copies of (i) the consolidated financial statements of financial condition of Buyer as of December 31 for the Company fiscal years 2003 and 2004, and the Subsidiaries together with related consolidated statements of operations and comprehensive income, stockholder’s equity for the related notes thereto included fiscal years then ended, as reported in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Buyer, and (ii) the unaudited consolidated statements of financial condition of the Buyer as of June 30, 2005 and the most recent related unaudited statement of operations for the three (3) month period then ended as reported in the Buyer’s Quarterly Report on Form 10-Q included among for the period ended June 30, 2005 filed with the SEC Filings under the Exchange Act. The December 31, 2004 consolidated statement of financial condition of the Buyer (including the related notes, where applicable) (the “Buyer Balance Sheet”) fairly present presents the consolidated financial positionposition of the Buyer and its Subsidiaries, incomeand, changes as of the date thereof, the other financial statements referred to in stockholders’ equitythis Section 4.6 (including the related notes, cash flow where applicable) fairly present, the consolidated financial position and the results of the consolidated operations of the Company Buyer and its Subsidiaries for the Subsidiaries at respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.Q.

Financial Statements. The Buyer has previously made available to the Company copies of (a) the consolidated financial statements of financial condition of Buyer and its Subsidiaries as of December 31 for the Company fiscal years 1997 and 1998 and the Subsidiaries together with related consolidated statements of income, changes in stockholders' equity and cash flows for the related notes thereto included fiscal years 1996 through 1998, inclusive, as reported in the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Buyer, and (b) the unaudited consolidated statements of financial condition of Buyer and its Subsidiaries as of March 31, 1998 and March 31, 1999 and the most recent related unaudited consolidated statements of income, changes in stockholder's equity and cash flows for the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q included among for the period ended March 31, 1999 filed with the SEC Filings under the Exchange Act. The December 31, 1998 consolidated statements of financial condition of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Buyer with the SEC after the date of this Agreement will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Buyer with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Buyer with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Buyer and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, accounting requirements and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsreflect only actual transactions.

Financial Statements. The Parent has previously made available to the Company copies of (a) the consolidated financial balance sheet of Parent and its Subsidiaries as of December 31 for the fiscal year 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for the Company fiscal years 2005 and 2006, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Parent (the “2006 Parent Audited Financial Statements”) and (b) the consolidated balance sheet of Parent and its Subsidiaries as of March 31, 2007, and the Subsidiaries together with related consolidated statements of income, shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Parent Unaudited Financial Statements”). Each of the December 31, 2006 and March 31, 2007 consolidated balance sheets of Parent (including the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings notes, where applicable) fairly present the consolidated financial position, income, changes in stockholders’ equity, cash flow position of Parent and results of operations its Subsidiaries as of the Company date of such balance sheet, and the Subsidiaries at other financial statements referred to in this Section 5.7 (including the respective dates and for the respective periods to which they applyrelated notes, where applicable) fairly present, and such the financial statements have been prepared in conformity to be filed with generally accepted accounting principles the SEC after the date hereof will fairly present (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date records of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of Parent and its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The Parent has previously made available to the Company copies of (a) the consolidated financial balance sheet of the Parent and its Subsidiaries as of December 31 for the fiscal year 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the Company fiscal years 2008 and 2009, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (the “2009 Parent Audited Financial Statements”) and (b) the consolidated balance sheet of the Parent and its Subsidiaries as of December, 31, 2010, and the Subsidiaries together with related consolidated statements of income and shareholders’ equity for the year then ended (the “2010 Parent Unaudited Financial Statements”) (for the purposes of this Section 5.7, references to the 2010 Parent Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). Each of the December 31, 2009 and December 31, 2010 consolidated balance sheets of the Parent (including the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings notes, where applicable) fairly present the consolidated financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company Parent and its Subsidiaries as of the date of such balance sheet, and the Subsidiaries at other financial statements referred to in this Section 5.7 (including the respective dates and for the respective periods to which they applyrelated notes, where applicable) fairly present, and such the financial statements have been prepared in conformity to be filed with generally accepted accounting principles the SEC after the date hereof will fairly present (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date records of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of Parent and its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The Ventures has delivered to Purchaser (a) the consolidated financial balance sheets of Ventures as of December 31, 1997, 1996 and 1995 and the related consolidated statements of income, stockholders' equity and cash flows for the Company years then ended, accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and (b) the unaudited consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, unaudited consolidated statements of income, changes in stockholders’ equity' equity and cash flows for the eight months then ended (such financial statements, cash flow and results of operations including the notes thereto, hereinafter being referred to as the "Financial Statements"). The Financial Statements are attached hereto as Schedule 2.8. All of the Company Financial Statements have been prepared from the books and the Subsidiaries at the respective dates records of Ventures and for the respective periods to which they apply, and such financial statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP and present fairly in all material respects the consolidated financial position of Ventures as of the dates thereof and the Rules and Regulations, consistently applied throughout consolidated results of its operations for the periods involved (then ended, except as may that the unaudited financial statements were prepared on an interim basis, are subject to normal year-end adjustments and do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any debts, obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed therein in a balance sheet prepared in accordance with GAAP or in the notes thereto, andexcept for (a) debts, obligations, guaranties and liabilities reflected or reserved against in the case Unaudited Balance Sheet, (b) debts, obligations, guaranties and liabilities referred to in this Agreement or any of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth Schedules hereto or in any of the documents or other materials identified in the financial statements Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the Company set forth documents or other materials identified in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSchedules, since the date of the latest financial statements included unless such obligations or liabilities are specifically identified in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: Schedules), (ic) neither the Company nor any of its Subsidiaries has debts, obligations, guaranties and liabilities incurred any liabilities, contingent or otherwise, except those incurred entered into in the ordinary course of businessbusiness after the Balance Sheet Date, consistent and (as d) debts, obligations and liabilities directly or indirectly relating to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company this Agreement and the Subsidiaries, taken as a whole, whether or not arising other agreements and instruments being executed and delivered in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, connection herewith and the businesses of each of the Company transactions referred to herein and the Subsidiaries conform therein (including obligations to pay legal, accounting and investment banker fees and other amounts in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsconnection therewith).

Financial Statements. The (a) Prior to the date hereof, Heinz Corporation II has filed with the SEC the consolidated financial balance sheet of Heinz Corporation II and its Subsidiaries as of December 29, 2013, and December 28, 2014, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the Company and the Subsidiaries together with the related notes thereto included three years in the period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Heinz Financial Statements”). The consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements fairly present, and the most recent Quarterly Report on Form 10-Q consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included among in the Heinz SEC Filings Reports filed after the date of this Agreement will fairly present present, in all material respects the consolidated financial positionposition of Heinz Corporation II and its Subsidiaries as of the dates thereof, incomeand the consolidated statements of operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the consolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the consolidated operations and changes in stockholdersshareholders’ equity, equity and cash flow flows of Heinz Corporation II and results of operations of the Company and the its Subsidiaries at the respective dates and for the respective fiscal periods therein set forth (subject, in the case of unaudited statements, to which they applynotes and normal year-end audit adjustments that will not be material in amount or effect); each of such statements (including the related notes, where applicable) complies in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such financial statements have (including the related notes, where applicable) has been prepared prepared, or will be prepared, as applicable, in conformity all material respects in accordance with generally accepted accounting principles in the United States (“GAAP”) and the Rules and Regulations, consistently applied throughout during the periods involved (except involved, except, in each case, as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The SFS has previously made available to HBE copies of (a) the consolidated financial statements of the Company financial condition of SFS and the SFS Subsidiaries together with as of December 31, 1996 and 1997, and the related notes thereto included consolidated statements of income, shareholders' equity and cash flows for the fiscal years ended December 31, 1995, 1996 and 1997, inclusive, as reported in the SFS's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (the "SFS Form 10-K") filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to SFS, and (b) the unaudited consolidated statements of financial condition of SFS and the most recent SFS Subsidiaries as of March 31, 1998, and the related unaudited consolidated statements of income, shareholders' equity and cash flows for the three-month period then ended as reported in SFS's Quarterly Report on Form 10-Q included among for the period ended March 31, 1998 filed with the SEC Filings under the Exchange Act (the "SFS First Quarter 10-Q"). The December 31, 1997 consolidated statements of financial condition of SFS (including the related notes, where applicable) fairly present the consolidated financial positionposition of SFS and the SFS Subsidiaries as of the dates thereof, incomeand the other financial statements referred to in this Section 4.6 or included in the SFS Reports (including the related notes, changes in stockholders’ equity, cash flow and where applicable) fairly present the results of the consolidated operations and shareholders' equity and consolidated financial position of the Company SFS and the SFS Subsidiaries at for the respective fiscal periods or as of the respective dates and for the respective periods to which they applytherein set forth, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly financial the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.Q.

Financial Statements. The Buyer has previously delivered to the Company -------------------- copies of (a) the consolidated financial balance sheets of Buyer and its Subsidiaries as of December 31 for the years 1997 and 1996 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1995 through 1997, inclusive, as reported in the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Buyer, and (b) the unaudited consolidated balance sheet of Buyer and its Subsidiaries as of March 31, 1998 and March 31, 1997 and the most recent related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q included among for the period ended March 31, 1998 filed with the SEC Filings under the Exchange Act. The December 31, 1997 consolidated balance sheet of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.5 (including the related notes, where applicable) fairly present and the financial position, income, changes statements referred to in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles Section 6.9 hereof will fairly present (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.9 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Buyer and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The consolidated financial Attached as Section 4.03(f) of the Constellation OP Disclosure Letter are copies of the following: (i) unaudited combined balance sheets, combined statements of operations and comprehensive income and combined statements of equity with respect to the Company and the Subsidiaries together with the related notes thereto included in the Annual Report Contributed Entities on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionan aggregate basis, income, changes in stockholders’ equity, cash flow and results as of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they applyfiscal years ended December 31, 2016 and 2015 (the “Contributed Entity Annual Financial Statements”), (ii) the unaudited combined balance sheet as of June 30, 2017 and the related consolidated statements of operations and comprehensive income and consolidated statements of equity as of and for the six (6) months ended June 30, 2017 (the “Contributed Entity Second Quarter Financial Statements”), and such (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 2017, each of the financial statements described in the foregoing clauses (i)—(iii) unaudited and with any footnotes in draft format only (the “Contributed Entity Interim Financial Statements,” and collectively with the Contributed Entity Annual Financial Statements and Contributed Entity Second Quarter Financial Statements, the “Contributed Entity Financial Statements”). The Contributed Entity Financial Statements (1) have been prepared from, are in accordance with and accurately reflect the books and records of the Contributed Entities in all material respects, (2) have been prepared in conformity accordance with generally accepted accounting principles GAAP (“GAAP”except for the absence of footnotes) and the Rules and Regulations, consistently applied throughout on a consistent basis during the periods involved (except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly interim financial statements, as permitted by Form 10for normal and recurring year-Q under the Securities Act). Except as set forth end adjustments) in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsall material respects, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv3) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform fairly present in all material respects the consolidated financial position of the Contributed Entities as of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-end audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the descriptions thereof contained Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and be in accordance with and accurately reflect the books and records of the Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the Annual Report on Form 10-K notes thereto) in all material respects and (F) fairly present in all material respects the most recent Quarterly Report on Form 10-Q included among consolidated financial position of each Contributed Entity as of the SEC Filingsdate of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of each Contributed Entity for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case as may be noted therein).

Financial Statements. The consolidated (a) Seller has delivered to Buyer complete copies of (i) the audited financial statements consisting of the Company balance sheet of Seller as at March 31 in each of the years 2018 and 2019 and the Subsidiaries related statements of operations, stockholders’ deficit and cash flow for the fiscal years then ended (the “Audited Financial Statements”) and (ii) the unaudited financial statements consisting of the condensed balance sheet of Seller as at June 30, 2019, and the related condensed statements of operations and cash flow for the three (3) month period then ended (the “Interim Financial Statements” and, together with the related notes thereto included in Audited Financial Statements, the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements “Financial Statements”). The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently GAAP applied on a consistent basis throughout the relevant periods involved (except as may be disclosed therein or indicated in the notes theretothereto or, and, in the case of quarterly with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by Form 10-Q under the Securities ActSEC’s rules and forms). Except as set forth in The Financial Statements are based on the financial statements books and records of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSeller, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (comply as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform form in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K with applicable accounting requirements and the most recent Quarterly Report on Form 10-Q included among published rules and regulations of the SEC Filingswith respect thereto and fairly present in all material respects the financial condition of Seller as of the respective dates they were prepared and the results of the operations of Seller for the periods indicated. The balance sheet of Seller as of March 31, 2019, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

Financial Statements. The Bank of America has previously made available to FleetBoston copies of (i) the consolidated financial balance sheet of Bank of America and its Subsidiaries as of December 31, 2000, 2001 and 2002, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included years then ended as reported in the Bank of America's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Bank of America 2002 10-K") filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Bank of America, and (ii) the unaudited consolidated balance sheet of Bank of America and its Subsidiaries as of June 30, 2002 and 2003, and the most recent related consolidated statements of income, changes in shareholders' equity and cash flows of the six month periods then ended, as reported in Bank of America's Quarterly Report on Form 10-Q included among for the SEC Filings quarterly period ended June 30, 2003 (the "Bank of America 10-Q"). The December 31, 2002 consolidatex xxxxxxx xxxxx xx Xxxx xx Xxxxxxa (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Bank of America and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the financial position, income, results of the consolidated operations and changes in stockholders’ equity, cash flow shareholders' equity and results consolidated financial position of operations Bank of America and its Subsidiaries for the Company and the Subsidiaries at respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (except involved, except, in each case, as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Bank of the Company set forth in the Annual Report on Form 10-K America and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The Parent has previously made available to Subject Company copies of (a) the consolidated financial balance sheets of Parent and its Subsidiaries, as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1992 through 1994, inclusive, as reported in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent and (b) the unaudited consolidated balance sheet of Parent and its Subsidiaries as of September 30, 1994 and September 30, 1995 and the most recent related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the periods then ended, as reported in Parent's Quarterly Report on Form 10-Q included among for the period ended September 30, 1995 filed with the SEC Filings under the Exchange Act. The December 31, 1994 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.12 hereof will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 6.12 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.12 will be, prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Parent and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The consolidated financial statements Prior to the date of the Initial Agreement, the Company provided to TPG and THL (i) the annual combined balance sheets of the Company and its Subsidiaries as of December 31, 2003 and 2002 and the Subsidiaries related combined statements of earnings, equity and comprehensive earnings and cash flows for each of the years in the three-year period ended December 31, 2003 (the "Annual Combined Financial Statements"), together with the related notes thereto included in the Annual Report on Form 10-K thereto, and the most recent Quarterly Report on Form 10-Q included among draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the SEC Filings fairly present draft report in final form, and (ii) the financial position, income, changes in stockholders’ equity, cash flow and results of operations unaudited combined balance sheet of the Company and its Subsidiaries as at June 30, 2004 reviewed by KPMG LLP (the Subsidiaries at "Interim Balance Sheet"), and the respective dates related combined statements of earnings and cash flows, for the respective periods six (6) month period then ended, the "Unaudited Financial Statements"). The Unaudited Financial Statements, together with the Annual Combined Financial Statements are referred to which they apply, and such financial statements as the "Financial Statements". The Financial Statements have been prepared in conformity accordance with U.S. generally accepted accounting principles consistently applied (“"GAAP”") and fairly present the Rules combined financial condition, assets and Regulationsliabilities, consistently applied throughout results of operations, cash flows, and changes in equity and comprehensive earnings of the periods involved (except Company and its Subsidiaries as may be disclosed therein or in of the notes theretodates, andand for the periods, indicated therein, subject in the case of quarterly financial statementsthe Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. Since June 30, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements 2004, there has not been any change of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCompany's accounting principles, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesmethods, contingent or otherwise, policies except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually required by GAAP or in the aggregate, have had or could as would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change . The results and accounts of the entities listed on disclosure Schedule 3.10 are included in the conditionFinancial Statements, financial or otherwise, or in but have been excluded from the earnings, business, prospects or results of operations final formation of the Company and the Subsidiariesits Subsidiaries and are therefore, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects subject to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsterms of this Transaction.

Financial Statements. The consolidated historical financial statements of the Company Partnership and QA Holdings included in the Registration Statement, the General Disclosure Package and the Subsidiaries Prospectus, together with the related notes thereto and supporting schedules, present fairly in all material respects the financial position of the Partnership and QA Holdings, as applicable, at the dates indicated and the results of operations, changes in unitholders’ equity and cash flows of the Partnership and QA Holdings, as applicable, for the periods specified; the historical financial statements of any other entities or businesses included in the Annual Report on Form 10-K Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules, if any, and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, incomeresults of operations, changes in stockholdersunitholders’ equity(or other owners’) equity and cash flows of such entity or business, cash flow as the case may be, and results of operations of the Company and the Subsidiaries at the respective dates and its consolidated subsidiaries (if any) for the respective periods to which they apply, specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The financial information (except as may be disclosed therein or other than the pro forma financial information) in the notes thereto, and, in Statutory Prospectus and the case of quarterly financial statements, as permitted by Form 10-Q Prospectus under the Securities Act). Except as set forth captions “Prospectus Summary — Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the financial statements of information shown therein and has been compiled on a basis consistent with the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest audited financial statements included in the most recent Quarterly Report on Form 10-Q Registration Statement, the Statutory Prospectus and the Prospectus. The pro forma financial information and the related notes and the pro forma and pro forma as adjusted financial information and related notes (if any) included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of businessRegistration Statement, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company General Disclosure Package and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial information and have been compiled on the bases described therein, and the assumptions included therein provide a reasonable basis for presenting the significant effects directly attributable to the descriptions thereof transaction and events disclosed therein, the related pro forma adjustments give appropriate effect to those assumptions and have been properly applied to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus; and the pro forma information appearing in the Statutory Prospectus under the captions “Prospectus Summary — Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus. All information contained in the Annual Report on Form 10Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as defined in Regulation G of the Commission) complies with Regulation G and Item 10 of Regulation S-K and of the most recent Quarterly Report on Form 10-Q Commission, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included among in the SEC FilingsRegistration Statement, the General Disclosure Package or the Prospectus that are not so included.

Financial Statements. The consolidated (a) iPCS has previously made available to the Company copies of certain financial statements of iPCS and its Subsidiaries consisting of (i) the Company and the Subsidiaries together with the related notes thereto included audited financial statements contained in the iPCS Annual Report on Form 10-K for the fiscal year ended September 30, 2004 as filed with the SEC (the balance sheet as of September 30, 2004 contained therein being referred to herein as the "iPCS Balance Sheet"), and (ii) the most recent unaudited financial statements contained in iPCS' Quarterly Report on Form 10-Q included among for the fiscal quarter ended December 31, 2004 as filed with the SEC Filings (the financial statements described in this sentence being referred to herein as the "iPCS Financial Statements"). The iPCS Financial Statements (including the related notes, where applicable) fairly present in all material respects, and the financial position, income, changes statements filed by iPCS with the SEC after the date of this Agreement will fairly present in stockholders’ equity, cash flow all material respects the consolidated financial position of iPCS and its Subsidiaries as of the respective dates thereof and the results of the consolidated operations of the Company and parties to which they relate for the Subsidiaries at respective fiscal periods or as of the respective dates therein set forth (subject, in the case of the unaudited statements, to audit adjustments normal in amount and for the respective periods nature and to which they apply, and such financial statements have been prepared any other adjustments described therein) in conformity with generally accepted accounting principles GAAP (“GAAP”except in the case of the unaudited statements for the lack of complete notes thereto) and the Rules and Regulations, consistently applied throughout on a consistent basis during the periods involved (except (i) as may be disclosed indicated therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K thereto and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there for prior period adjustments from Sprint PCS that apply to iPCS). Since September 30, 2004, iPCS has been no material adverse change or development involving a prospective material not made any change in the condition, financial accounting practices or otherwise, or policies applied in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect preparation of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsfinancial statements.

Financial Statements. The Company has previously made available to Parent copies of (a) the consolidated financial statements balance sheet of the Company and its Subsidiaries (other than the Subsidiaries together with Company Trusts) as of December 31 for the fiscal year 2007, and the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, consolidated statements of income, changes in stockholdersshareholders’ equityequity and cash flows for the fiscal years 2006 and 2007, cash flow accompanied by the audit report of its independent public accountants with respect to the Company (the “2007 Audited Financial Statements”) and results of operations (b) the consolidated balance sheet of the Company and its Subsidiaries (other than the Subsidiaries at Company Trusts) as of June 30, 2008, and the respective dates related consolidated statements of income, shareholders’ equity and cash flows for the respective periods to which they applysix-month period then ended (the “June 30 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, each of the December 31, 2007 and June 30, 2008 consolidated balance sheets of the Company (including the related notes, where applicable) fairly present the consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) as of the date of such balance sheet, and such the other financial statements have been prepared referred to in conformity with generally accepted accounting principles this Section 4.7 (“GAAP”including the related notes, where applicable) fairly present, and the Rules and Regulations, consistently applied throughout financial statements to be filed with the periods involved SEC after the date hereof will fairly present (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations records of the Company and the Subsidiaries, taken as a whole, whether or not arising its Subsidiaries are being maintained in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; accordance with GAAP and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The consolidated Section 6.4(a) of the Disclosure Letter includes financial statements of the Company USS/Kobe Bar Business, USX Holdings and Kobe Holdings (collectively, the "USS/Kobe Financial Statements"). The USS/Kobe Financial Statements fairly present (i) the assets and liabilities, financial condition and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, incomeresults of operations, changes in stockholders’ equity, ' equity or partners' interest and cash flow of USS/Kobe, USX Holdings and results of operations of the Company and the Subsidiaries Kobe Holdings, as applicable, as at the respective dates of and for the respective periods referred to which they applyin such USS/Kobe Financial Statements, and such (ii) the assets and liabilities, financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) condition and the Rules results of operations, changes in stockholders' equity or partners' interest and Regulationscash flow of USS/Kobe, consistently applied throughout USX Holdings and Kobe Holdings, as applicable, (A) as at March 31, 1999 and (B) as at December 31, 1998 and for the periods involved (except as may be disclosed therein or in the notes thereto, andtwelve month period then ended, in the case of quarterly financial statementsUSS/Kobe in each case giving effect to the Tubular Spinoff as of January 1, 1998. The USS/Kobe Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, subject in the case of the unaudited statements to the absence of footnote disclosure and other presentation items, to changes resulting from normal period-end adjustments for recurring accruals which are not in the aggregate material, and to the fact that indebtedness of USS/Kobe has been allocated on a "straight allocation" basis between the USS/Kobe Bar Business and the USS/Kobe Tubular Business without regard as to whether such allocation is in accordance with generally accepted accounting principles. Subject to the limitations provided in the immediately preceding sentence, the USS/Kobe Financial Statements have been prepared from the books and records of USS/Kobe, USX Holdings and Kobe Holdings, as permitted applicable, which accurately and fairly reflect in all material respects the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by Form 10-Q under USS/Kobe, USX Holdings and Kobe Holdings, as applicable. After giving effect to the Securities Act). Except as set forth in the financial statements Tubular Spinoff, none of the Company set forth in the Annual Report on Form 10-K USS/Kobe, USX Holdings or Kobe Holdings will have liabilities or obligations of any nature (whether known or unknown and the most recent Quarterly Report on Form 10-Q included among the SEC Filingswhether absolute, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesaccrued, contingent or otherwise) which would be required under generally accepted accounting principles to be reflected on a balance sheet, except those incurred for (a) liabilities or obligations reflected or reserved against in the ordinary course December 31, 1998 balance sheet of business, consistent the USS/Kobe Bar Business (as giving effect to amount and naturethe Tubular Spinoff) with past practices, none of which, individually or included in the aggregateUSS/Kobe Financial Statements, have had or could reasonably be expected to (b) liabilities incurred by USS/Kobe in the Ordinary Course of Business since December 31, 1998 which in the aggregate do not have a USS/Kobe Material Adverse Effect; Effect and (iic) there has been no material adverse change or development involving a prospective material change matters disclosed in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations Section 6.4 of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsDisclosure Letter.

Financial Statements. The consolidated Schedule 5.7 consists of the following financial statements (collectively the “Financial Statements”): (i) the combined audited balance sheets of the Company Companies as of December 31, 2015, and related statements of income for the Subsidiaries together 12-month periods then ended (the “2015 Audited Financial Statements”); (ii) the consolidated audited balance sheets of the Companies as of December 31, 2014, and related statements of income for the 12-month periods then ended (the “2014 Financial Statements”); and (iii) the combined balance sheet of the Companies as of June 30, 2016 (the “Balance Sheet Date”) and related statement of income for the 6-month period then ended. The Financial Statements, including the notes thereto: (a) are correct and complete in all material respects; (b) are consistent with, and have been prepared from, the books and records of the Companies in accordance with GAAP applied on a consistent basis throughout the related notes thereto included in the Annual Report on Form 10-K period involved; and the most recent Quarterly Report on Form 10-Q included among the SEC Filings (c) fairly present in all material respects the financial position, income, changes in stockholders’ equity, cash flow condition and results of operations of the Company and the Subsidiaries at the respective dates Companies as of each date and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and covered by the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes theretoFinancial Statements, and, with respect to the 2014 Financial Statements only, determined in a manner consistent with each Company’s past practices. With respect to the statements of income contained in the case Financial Statements, such statements of quarterly financial statementsincome do not contain any extraordinary or non-recurring income or any other income not earned in the Ordinary Course of Business, as permitted by Form 10-Q under the Securities Act). Except except as set forth therein. The Companies’ books of account accurately reflect all items of income and expense (including accruals) and all of the Companies’ assets and liabilities in a manner sufficient to permit the preparation of the 2015 Audited Financial Statements, and, with respect to the 2014 Financial Statements, in a manner consistent with the Companies’ past practices. No Company has received any prepayments or deposits from customers for products shipped, or services to be performed, in the financial statements of the Company future except as set forth in on the Annual Report Financial Statements or on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSchedule 5.7.

Financial Statements. The consolidated financial (a) Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Company has made available to the Parent true and complete copies in the form filed with the SEC of all of the Company and following, except to the Subsidiaries together with extent available in full without redaction on the related notes thereto included in SEC’s website through XXXXX for at least two (2) Business Days prior to the date of this Agreement: (i) Company’s Annual Report Reports on Form 10-K and for each fiscal year of Company beginning with the most recent first year that Company was required to file such a form, (ii) Company’s Quarterly Report Reports on Form 10-Q included among for each fiscal quarter of Company beginning with the first quarter Company was required to file such a form, (iii) all proxy statements relating to Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 4,9) filed by Company with the SEC Filings fairly present since Company’s formation (the financial positionforms, incomereports, registration statements and other documents referred to in clauses (i) through (iv) above, whether or not available through XXXXX, collectively, as they have been amended, revised or superseded by a later filing, the “Company SEC Documents”). The Company has also delivered to Parent the unaudited consolidated balance sheet of the Company as of December 31, 2023 and the related statements of operations, changes in stockholders’ equityequity and cash flows for the twelve-month period ended December 31, cash flow 2023 2022 (the “Unaudited Financial Statements” and, together with the financial statements included in the Company SEC Documents, the “Company Financial Statements”). The Company Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. The Company Financial Statements fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, reflected therein. The Company Financial Statements were prepared from the Books and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Records of the Company set forth in all material respects. Since December 31, 2023 (the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise“Balance Sheet Date”), except those incurred in the ordinary course of businessas required by applicable Law or U.S. GAAP, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in any accounting principle, procedure or practice followed by the condition, financial or otherwise, Company or in the earningsmethod of applying any such principle, business, prospects procedure or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingspractice.

Financial Statements. (a) The Company has previously made available to Parent copies of (a) the consolidated statements of financial statements condition of the Company and the its Subsidiaries together with as of December 31, 2002 and 2003, and the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, consolidated statements of income, changes in stockholdersshareholders’ equityequity and cash flows for the fiscal years ended December 31, cash flow 2001, 2002 and results 2003, in each case accompanied by the audit report of operations Xxxxx Xxxxxxxx, LLP (the “Accounting Firm”), independent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited consolidated statement of financial condition of the Company and its Subsidiaries as of March 31, 2004 and the related unaudited consolidated statements of income and cash flows for the three (3) months ended March 31, 2004 and 2003 and (d) the notes related thereto (collectively, the “Company Financial Statements”). The Accounting Firm is independent with respect to the Company and its Subsidiaries at to the respective extent required by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of financial condition of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof, and the consolidated statements of income, changes in shareholders’ equity and cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods therein set forth; each of the Company’s consolidated financial statements (including the related notes, where applicable) to which they applybe included in the S-4 to be filed with the SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements have been (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (except as may be disclosed therein or in the notes theretoinvolved, andexcept, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the SEC with respect to financial statements of the Company set forth in the Annual Report included on Form 10-K Q. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations records of the Company and the Subsidiariesits Subsidiaries have been, taken as a wholeand are being, whether or not arising maintained in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; accordance with GAAP and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. (A) The consolidated financial pro forma historical balance sheet (as updated by the pro forma --- ----- --- ----- historical balance sheet prepared with respect to Energizer and its Subsidiaries as of February 29, 2000 (the "Supplemental Financial Statement")), income statements and statements of cash flow of Energizer and its Subsidiaries contained in the Company Form 10 and the Subsidiaries together with the related notes thereto included projections and assumptions contained in the Annual Report Borrower's Confidential Information Memorandum dated February, 2000 (the "Bank Book") under Appendix A thereof, copies of which are attached hereto as Schedule ---------- -------- 6.7 to this Agreement, present on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present a pro forma basis the financial position, income, changes in stockholders’ equity, cash flow condition of --- --- ----- Energizer and results such Subsidiaries as of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they applysuch date, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or reflect on a pro forma --- ----- basis those liabilities reflected in the notes theretothereto and resulting from consummation of the Transactions and the other transactions contemplated by this Agreement, andand the payment or accrual of all transaction costs payable on the Initial Funding Date and the Spin-Off Date with respect to any of the foregoing and demonstrate that, after giving effect to such transactions, Energizer and its Subsidiaries can repay their debts and satisfy their other obligations as and when due, and can comply with the requirements of this Agreement. The projections and assumptions contained in the case of quarterly financial statements, as permitted by Form 10-Q under Bank Book were prepared in good faith and represent management's opinion based on the Securities Act). Except as set forth in information available to the financial statements of Borrower at the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstime so furnished and, since the date preparation thereof and of the latest pro forma historical financial statements included contained in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent 10 (as to amount and nature) with past practices, none of which, individually or in --- ----- updated by the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (iiSupplemental Financial Statement) there has been occurred no material adverse change or development involving a prospective material change in the business, financial condition, financial or otherwiseoperations, or in the earnings, business, prospects of Energizer or results any of operations of the Company and the its Subsidiaries, or Energizer and its Subsidiaries taken as a wholewhole (it being understood that so long as the representation and warranty contained in Section 6.24 is true and correct at each time Energizer is required ------------ to make such representation and warranty pursuant to the introduction to this Article VI, whether or changes from the "Net transactions with RPCO" line item on the pro ----------- --- forma statement of cash flow will not arising constitute a material adverse change). ----- (B) Complete and accurate copies of the audited financial statements and the audit report related thereto prepared with respect to Energizer and its Subsidiaries as of September 30, 1999 and unaudited financial statements of prepared with respect to Energizer and its Subsidiaries as of December 31, 1999 have been delivered to the Administrative Agent. (C) Since the financial statements prepared as of December 31, 1999, the historical pro forma financial statements contained in the ordinary course of business; Form 10 (iii) neither as updated --- ----- by the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangibleSupplemental Financial Statement), and the businesses of each projections and assumptions included as Appendix A of the Company Bank Book, Energizer and its Subsidiaries have conducted their respective operations (including, without limitation, any operations and transactions with Xxxxxxx, any holder or holders of any of the Equity Interests of Energizer, or with any Affiliate of Energizer which is not its Subsidiary) according to their ordinary and usual course of business and consistent with past practice, as reflected in such financial statements, Form 10 (as updated by the Supplemental Financial Statement) and the Subsidiaries conform Bank Book, as applicable, in all material respects (it being understood that so long as the representation and warranty contained in Section 6.24 is true and correct at ------------ each time Energizer is required to make such representation and warranty pursuant to the descriptions thereof contained in introduction to this Article VI, changes from the Annual Report "Net ----------- transactions with RPCO" line item on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingspro forma statement of cash flow will --- ----- not constitute a material deviation from past operations).

Financial Statements. The consolidated financial statements (a) Attached as Schedule 3.17(a) are (i) the carve-out balance sheet of the Company and the Subsidiaries Seller as of September 30, 2012, together with the related notes thereto included in the Annual Report on Form 10carve-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, out statements of income, changes in stockholders’ equitycomprehensive income, equity and cash flow and results of operations flows of the Company and the Subsidiaries at the respective dates and Seller for the respective periods to six month period ended September 30, 2012, which they applyhave been reviewed by Deloitte & Touche (the “Auditor”) and (ii) the audited statements of income, comprehensive income, equity and cash flows of Seller for the fiscal year ended March 31, 2012 and balance sheet of Seller as of March 31, 2012, together with the audit opinion thereon of the Auditor (such financial statements statements, the “Financial Statements”). The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved GAAP (except as may be disclosed therein or otherwise indicated on Schedule 3.17(a)), and present fairly, in all material respects, the financial position of the Seller and the results of its operations in accordance with GAAP as of and for the dates and periods identified in the notes Financial Statements, each of which is subject to the limitations and qualifications set forth therein and in the notes, presentation qualifications and assumptions thereto, and, except that the Interim Financial Statements are subject to normal fiscal year-end adjustments and accruals in connection with the case preparation of quarterly annual audited financial statements, as permitted none of which would be material; provided, however, that Seller makes no representation concerning the audit and review process of Auditor or its audit opinion. The Financial Statements have been prepared in a manner meeting the requirements of Regulation S-X promulgated by Form 10-Q under the Securities Act). Except as set forth and Exchange Commission, and are suitable for inclusion in the financial statements of the Company set forth in the Annual a Current Report on Form 108-K filing with the Securities and the most recent Quarterly Exchange Commission, provided such Current Report on Form 10-Q included among the SEC Filings, since is filed prior to the date on which the Financial Statements are no longer deemed current under the applicable rules and regulations promulgated by the Securities and Exchange Commission, provided, however, that Seller makes no representation concerning the audit or review process of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of Auditor or its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaudit opinion.

Financial Statements. (a) The Company has previously made available to Buyer copies of (i) the consolidated financial balance sheets of Company and its Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-K KSB for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx & Company, LLP, independent public accountants with respect to the Company, and (ii) the unaudited consolidated statements of financial condition of the Company and its Subsidiaries as of June 30, 1999 and June 30, 1998 and the most recent related unaudited consolidated statements of operations and cash flows for the six-month periods then ended as reported in the Company's Quarterly Report on Form 10-Q included among QSB for the period ended June 30, 1999 filed with the SEC Filings under the Exchange Act. The December 31, 1998 consolidated balance sheet of the Company (including the related notes, where applicable) fairly present presents the consolidated financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company and its Subsidiaries as of the Subsidiaries at the respective dates and for the respective periods to which they applydate thereof, and such the other financial statements have been prepared referred to in conformity with generally accepted accounting principles this Section 4.6 (“GAAP”including the related notes, where applicable) and the Rules and Regulations, consistently applied throughout the periods involved fairly present (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.Q.

Financial Statements. The consolidated financial statements of Borrower shall furnish, or cause to be furnished, to the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC FilingsAdministrative Agent: (i) neither within one hundred twenty (120) days after the Company nor any close of each fiscal year, the consolidated audited year-end financial statements of Borrower and its Subsidiaries has incurred any liabilitiesprepared by Borrower’s outside Auditors as of the end of such fiscal year, contingent or otherwiseincluding a balance sheet and related statements of operations, except those incurred in the ordinary course of business, consistent (as to amount equity and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effectcash flows; (ii) there has been no material adverse change or development involving a prospective material change within forty-five (45) days after the first three fiscal quarters of each fiscal year, the internally-prepared, consolidated unaudited quarterly financial statements of Borrower and its Subsidiaries containing substantially the same information required in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business(i) above; (iii) neither with the Company nor any Subsidiary financial statements provided pursuant to subparagraphs (i) and (ii) above, a statement in reasonable detail (each a “Compliance Certificate”), signed by a Responsible Officer of the Borrower (A) showing the calculations used in determining the Borrower’s compliance with each of the financial covenants contained in Section 7.01(q) of this Agreement and (B) stating that there occurred no Default or Event of Default as of such period or, if a Default or Event of Default has entered into any material transaction other than in occurred and is continuing, describing the ordinary course nature thereof and all efforts undertaken to cure such Default or Event of businessDefault; and (iv) such other information regarding the Company has not declared operations, business affairs and financial condition of any Loan Party as the Administrative Agent, or paid any dividend Lender through the Administrative Agent, may reasonably request. Such financial statements shall be prepared in accordance with GAAP consistently applied. Documents required to be delivered pursuant to this Section 7.01(a) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or made provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 2; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent of the posting of any other distribution on or in respect of its capital stocksuch documents and the Administrative Agent shall be able to confirm receipt. The outstanding debt, Administrative Agent shall have no obligation to request the property, both tangible and intangibledelivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the businesses Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of each such documents. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The Borrower hereby acknowledges that (A) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Company Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, any arranger and the Subsidiaries conform in all Lenders to treat such Borrower Materials as not containing any material respects non-public information (although it may be sensitive and proprietary) with respect to the descriptions Borrower or its securities for purposes of United States federal and state securities laws; (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof contained in and any arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsPlatform not designated “Public Side Information.”

Financial Statements. The consolidated audited financial statements of Tenneco and consolidated subsidiaries as of December 31, 1995 and 1994 and for the Company three years ended December 31, 1995, included in Tenneco's 1995 Annual Report on Form 10-K, as filed with the Commission, (i) were prepared in accordance with GAAP applied on a consistent basis (except as indicated therein or in the notes thereto) and (ii) fairly present the financial position of Tenneco and consolidated subsidiaries as of the dates thereof and the Subsidiaries together results of their operations and cash flows for the periods then ended. The unaudited financial statements of Tenneco and consolidated subsidiaries as of March 31, 1996 and 1995 and for the three-month periods ended on each of such dates, included in Tenneco's March 31, 1996 Quarterly Report on Form 10-Q as filed with the Commission, (A) comply in all material respects with the published rules and regulations of the Commission with respect thereto, (B) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as indicated therein or in the notes thereto) and (C) fairly present the financial position of Tenneco and consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject to normal year-end adjustments and any other adjustments described herein or in the notes or schedules thereto. The unaudited pro forma financial information of the Energy Business (including related notes thereto thereto) as of December 31, 1995 included in EXHIBIT F-1 attached to this Agreement (which were prepared without cash flow statements and treating the Energy Business as if it were a separate entity for the purpose of estimates and judgments of materiality) appropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of December 31, 1995 and for the year then ended, except that such financial information was prepared on the assumption that the Energy Business had no long-term debt as of December 31, 1995. The historical financial balances included in the unaudited pro forma financial balances included in EXHIBIT F-1 have been derived from amounts included in the consolidated balances presented in the audited financial statements of Tenneco and consolidated subsidiaries included in Tenneco's December 31, 1995 Annual Report on Form 10-K as filed with the Commission. The unaudited pro forma financial information of the Energy Business (including related notes thereto) as of March 31, 1996 included in EXHIBIT F-2 attached to this Agreement (which were prepared without cash flow statements and treating the most recent Energy Business as if it were a separate entity for the purpose of estimates and judgments of materiality) appropriately reflects all significant pro forma adjustments necessary to and does fairly present the financial position of the Energy Business as of March 31, 1996, except that such financial information was prepared on the assumption that the Energy Business had no long-term debt as of March 31, 1996. The historical financial balances included in the unaudited pro forma financial balances included in EXHIBIT F-2 have been derived from amounts included in the consolidated balances presented in the audited financial statements of Tenneco and consolidated subsidiaries included in Tenneco's March 31, 1996 Quarterly Report on Form 10-Q included among as filed with the SEC Filings fairly present the Commission. The financial positionstatements of Tennessee Gas Pipeline Company, income, changes in stockholders’ equity, cash flow and results of operations of the Midwestern Gas Transmission Company and the Subsidiaries at the respective dates East Tennessee Natural Gas Company as of and for the years ended December 31, 1995 and 1994 included on pages 110 through 123 of each company's respective periods to which they apply, and such financial statements have been Federal Energy Regulatory Commission Form 2 were prepared in conformity all material respects in accordance with generally accepted the accounting principles (“GAAP”) and requirements of the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except Federal Energy Regulatory Commission as set forth in the financial statements its applicable Uniform System of the Company set forth in the Annual Report on Form 10-K Accounts and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stockpublished accounting releases. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.4.5

Financial Statements. (i) The consolidated historical financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K Registration Statement and the most recent Quarterly Report on Form 10-Q included among General Disclosure Package and the SEC Filings Final Prospectus present fairly present in all material respects the financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company and its consolidated subsidiaries as of the Subsidiaries at dates indicated and the respective dates results of their operations and the changes in their cash flows for the respective periods to which they apply, and specified; such financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States (“GAAP”) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effectcovered thereby; (ii) there has been no material adverse change or development involving a prospective material change in the condition, other financial or otherwise, or in the earnings, business, prospects or results of operations information of the Company and its consolidated subsidiaries included or incorporated by reference in each of the SubsidiariesRegistration Statement and the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, taken as a wholeand presents fairly the information shown thereby, whether or not arising in the ordinary course of business; (iii) neither Xxxxx Xxxxxxxx LLP has certified the historical financial statements and the related notes thereto of Contango Oil & Gas Company and its subsidiaries (the “Contango Entities”) incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus, and to the knowledge of the Company nor any Subsidiary has entered into any such financial statements and the related notes thereto present fairly in all material transaction other than respects the financial position of the Contango Entities as of the dates indicated and the results of their operations and the changes in their cash flows for the ordinary course of business; periods specified and (iv) EEPB, P.C. has certified the Company has not declared or paid any dividend or made any other distribution on or historical statement of revenues and direct operating expenses of the issued and outstanding membership interests of Javelin Uinta, LLC that holds certain exploration and production assets (the “Uinta Basin Assets”) incorporated by reference in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company Registration Statement and the Subsidiaries conform General Disclosure Package and the Final Prospectus, and to the knowledge of the Company such financial statements and the related notes thereto present fairly in all material respects the statement of revenues and direct operating expenses as of the dates indicated; to the descriptions thereof contained knowledge of the Company, such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the Annual Report on Form 10-K periods covered thereby. The unaudited pro forma financial information and the most recent Quarterly Report on Form 10-Q related notes thereto included among or incorporated by reference in each case in each of the SEC FilingsRegistration Statement and the General Disclosure Package and the Final Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus.

Financial Statements. The consolidated financial statements of the Company and the Subsidiaries Company, together with the related schedules and notes thereto included thereto, set forth or incorporated by reference in the Annual Report on Form 10-K Registration Statement, the Prospectus and the most recent Quarterly Report on Form 10-Q included among Disclosure Package comply in all material respects with the SEC Filings applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly present in all material respects (i) the financial position, income, changes in stockholders’ equity, cash flow and results of operations condition of the Company and its consolidated subsidiaries as of the Subsidiaries at dates indicated and (ii) the respective dates consolidated results of operations, stockholders' equity and changes in cash flows of the Company and its consolidated subsidiaries for the respective periods to which they apply, therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) and the Rules and Regulationsprinciples, consistently applied throughout the periods involved (except as may be disclosed otherwise stated therein or in the notes thereto, andand subject, in the case of quarterly unaudited financial statements, to the absence of footnotes and normal year-end adjustments). The historical consolidated financial statements of the Triad Energy Corporation and certain of its affiliates ("Triad"), together with the related schedules and notes thereto set forth or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as permitted applicable, and present fairly in all material respects (i) the financial condition of Triad as of the dates indicated and (ii) the consolidated results of operations, stockholders' equity and changes in cash flows of Triad for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included or incorporated by Form 10reference in the Registration Statement, the Prospectus or the Disclosure Package; and the Company does not have any material liabilities or obligations, direct or contingent (including any off-Q balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus regarding "non-GAAP financial measures" (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act). Except as set forth in , to the financial statements of extent applicable, and present fairly the Company set forth in the Annual Report on Form 10-K information shown therein and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCompany's basis for using such measures.

Financial Statements. The Receipt by the Amendment Arrangers (which in the case of the Administrative Agent, shall provide the same to the Lenders): (A) audited consolidated financial balance sheets of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the Company three most recently completed fiscal years ended at least ninety (90) days before the Amendment Closing Date, including, an unqualified audit report thereon; (B) as soon as available and in any event within forty-five (45) days after the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and end of each fiscal quarter following the most recent fiscal year-end financial statements delivered pursuant to the immediately preceding clause (A), an unaudited consolidated balance sheet of each of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow Financial Statements”); and results (C) pro forma consolidated balance sheet and related consolidated statement of income or operations of the Company and Borrower for the Subsidiaries at the respective dates last completed fiscal year and for the respective periods latest interim period covered by the Quarterly Financial Statements of the Borrower, in each case after giving effect to which they applythis Amendment, the Convergys Acquisition and such the other transactions contemplated hereby (the “Pro Forma Financial Statements”), promptly after the historical financial statements have been for such periods are available, all of which financial statements shall be prepared in conformity accordance with generally accepted accounting principles in the United States and meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “GAAPSecurities Act”) and all other accounting rules and regulations of the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q SEC promulgated thereunder applicable to a registration statement under the Securities Act). Except as set forth in the Act on Form S-3; provided, that financial statements of the Company set forth in the Annual Report on Form 10-K Convergys and the most recent Quarterly Report on Form 10Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-Q included among 05 and Article 11 of Regulation S-X; provided, further, that the Borrower’s and Convergys’s public filing of any required financial statements with the SEC Filings, since shall satisfy the date requirements of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: clauses (iA) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (ivB) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsthis paragraph (g).

Financial Statements. The Premier has previously made available to Northern Illinois copies of (a) the consolidated financial balance sheets of Premier and its Subsidiaries as of December 31, 1993 and 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company fiscal years ended December 31, 1992, 1993 and the Subsidiaries together with the related notes thereto included 1994, inclusive, as reported in the Premier's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Premier, and (b) the unaudited consolidated balance sheet of Premier and its Subsidiaries as of September 30, 1995 and September 30, 1994 and the most recent related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three- and nine-month periods then ended as reported in Premier's Quarterly Report on Form 10-Q included among for the period ended September 30, 1995 filed with the SEC Filings under the Exchange Act (the "Premier Third Quarter 10-Q"). The December 31, 1994 consolidated balance sheet of Premier (including the related notes, where applicable) fairly presents the consolidated financial position of Premier and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present the financial position, income, results of the consolidated operations and changes in stockholders’ equity, cash flow ' equity and results consolidated financial position of operations Premier and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates and for the respective periods to which they applytherein set forth, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly financial the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Premier and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The (a) Each of (i) the audited consolidated financial balance sheets of the Orchard and its Subsidiaries as of December 31, 2004 and December 31, 2005, respectively, and the related audited consolidated statements of operations, shareholders’ equity and cash flows of the Company Orchard and its Subsidiaries for the years then ended, including the notes thereto (collectively, the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of the Orchard and its Subsidiaries as of December 31, 2006 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries together with for the year then ended, including the condensed, consolidated footnotes thereto (collectively, the “Unaudited Financial Statements”), and (iii) the management prepared draft consolidated balance sheet of the Orchard and its Subsidiaries as of March 31, 2007 and the related notes thereto included management prepared draft consolidated statements of operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the period then ended (the “Draft Quarterly Statements”), (x) have been prepared from, and are in accordance with, the Annual Report on Form 10-K books and records of the most recent Quarterly Report on Form 10-Q included among the SEC Filings Orchard and its Subsidiaries, (y) fairly present in all material respects the financial positionconsolidated results of operations, incomecash flows, changes in stockholdersshareholders’ equity, cash flow equity and results of operations consolidated financial position of the Company Orchard and its Subsidiaries for the Subsidiaries at respective fiscal periods or as of the respective dates therein set forth (subject in the case of Draft Quarterly Statements to recurring year-end audit adjustments normal in nature and for the respective periods to which they apply, amount) and such financial statements (z) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (except involved, except, in each case, as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements The books and records of the Company set forth in the Annual Report on Form 10-K Orchard and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of the descriptions thereof contained Orchard as a result of or in connection with any disagreements with the Annual Report Orchard on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsa matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. The Company has prepared, or caused to be prepared, and made available to Buyer (i) the audited consolidated financial statements balance sheet of the Company and the its Subsidiaries together with as of January 1, 2011, and the related notes thereto included in the Annual Report on Form 10-K audited consolidated statements of operations, members’ equity and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations flows of the Company and the its Subsidiaries at the respective dates and for the respective periods to which they applytwelve (12) month period then ended, including the notes thereto (the “Audited Company Financial Statements”), and such financial statements have been prepared in conformity with generally accepted accounting principles (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of July 2, 2011 (the “GAAPLatest Balance Sheet”) ), and the Rules related unaudited consolidated statements of operations and Regulationscash flows of the Company and its Subsidiaries for the fiscal quarterly period then ended (together with the Latest Balance Sheet, consistently applied throughout the periods involved (except as may be disclosed therein or in “Unaudited Company Financial Statements,” and together with the notes theretoAudited Financial Statements, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act“Financial Statements”). Except as set forth therein, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein (provided that the Unaudited Company Financial Statements may lack footnotes and other presentation items required by GAAP and may not be reflective of normal, year-end adjustments and reclassifications) and with each other and present fairly, in all material respects, the consolidated financial statements position, results of operations and cash flows of the Company set forth and its Subsidiaries as of the respective dates and during the respective periods indicated therein. The Company and the Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed, reflected or reserved against in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements balance sheets included in the most recent Quarterly Report on Form 10-Q included among Financial Statements and the SEC Filings: notes thereto, (iii) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those for liabilities and obligations incurred in the ordinary course of business, business consistent (as to amount and nature) with past practices, none of which, individually or in practice since the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations date of the Company Latest Balance Sheet and the Subsidiaries, taken as a whole, whether not in violation of this Agreement or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsfor Taxes.

Financial Statements. (a) The consolidated Seller has previously made available to the Buyer, for copying, originals of the Seller Financial Statements, which, in the case of the audited statements, are accompanied by the audit report of KPMG LLP, independent public accountants for the Seller. Each of the Seller Financial Statements referred to in this Section 4.09 (including the related notes, where applicable) fairly presents (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), and the financial statements referred to in Section 7.08 hereof each will fairly present, the results of the Company consolidated operations and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow ' equity and results of operations consolidated financial position of the Company Seller, the Seller's Bank and the Seller's Subsidiaries at the respective dates and for the respective periods to which they applyor as of the respective dates therein set forth; each of the Seller Financial Statements (including the related notes, where applicable) has been prepared, and such the financial statements have been prepared referred to in conformity Section 7.08 hereof will be prepared, in accordance with generally accepted accounting principles (“"GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Exchange Act). Except as set forth The audits of the Seller, the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, (x) the allowance for possible loan losses included in the Seller Financial Statements was, and the allowance for possible loan losses to be included in the financial statements referred to in Section 7.08 hereof will be, determined in accordance with GAAP and is, and will be, adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Company set forth in Seller, the Annual Report on Form 10-K Seller's Bank and the most recent Quarterly Report on Form 10-Q included among Seller's Subsidiaries (including without limitation commitments to extend credit), and (y) the SEC Filings, since the date of the latest financial statements Other Real Estate Owned ("OREO") included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangibleSeller Financial Statements was, and the businesses OREO included in the financial statements referred to in Section 7.08 hereof will be, carried net of each reserves at the lower of cost or market value in accordance with GAAP or the regulations or other requirements of the Company FDIC and the Massachusetts Commissioner. The books and records of the Seller, the Seller's Bank and the Seller's Subsidiaries conform are true and complete in all material respects to the descriptions thereof contained and have been, and are being, maintained in the Annual Report on Form 10-K all material respects in accordance with applicable legal and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The Each of the consolidated financial statements of the Company and the Subsidiaries together with the (including, in each case, any related notes thereto included thereto) contained in the Annual Parent SEC Reports (the “Parent Financials”), as amended or supplemented prior to the date of this Agreement, if applicable, including each Parent SEC Report on Form 10-K and filed after the most recent Quarterly Report on Form 10-Q included among date hereof until the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been Closing: (i) was prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly unaudited interim financial statements, as may be permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report SEC on Form 10-Q, 8-K or any successor forms under the Exchange Act), and (ii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the most recent Quarterly Report on Form 10-Q included among consolidated results of Parent’s operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal year end adjustments which were not, or are not expected to be, material in amount to Parent and its Subsidiaries, taken as a whole. The balance sheet of Parent dated as of June 30, 2008 contained in the Company SEC Reports filed with the SEC Filingson August 5, since 2008 is hereinafter referred to as the date of the latest financial statements included “Parent Balance Sheet.” Except as disclosed in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) Parent Financials, neither the Company Parent nor any of its Subsidiaries has incurred any liabilitiesliabilities (absolute, accrued, contingent or otherwise) of a nature required to be reflected or reserved against on a consolidated balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP, except those for liabilities or obligations (1) under this Agreement or incurred in connection with the transactions contemplated hereby, (2) incurred in the ordinary course of businessbusiness since June 30, consistent 2008, or (as to amount and nature3) with past practices, none of whichthat would not, individually or in the aggregate, have had or could reasonably be expected to have a Parent Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The consolidated Schedule 4.4 includes correct and complete copies of financial statements of the Company Business, consisting of the balance sheets of the Business as of September 30, 1998, 1999 and 2000 and the Subsidiaries related statements of income of the Business for the years then ended, all of which have been subjected to the same audit procedures as applied to the BBT audited financial consolidated financial statements audited by BDO Xxxxxxx (for 1998 and 1999) and Xxxx Xxxxx, CPA (for 2000), and are accompanied by the January 3, 2001 Xxxx Xxxxx Independent Auditor's Report and January 4, 2001 memorandum from Xxxxxx Xxxxxxx (collectively, the "Audited Financial Statements") and unaudited financial statements of the Business consisting of the balance sheet of the Business as of December 31, 2000 and the related statement of income of the Business for the three-month period then ended prepared by BBT (collectively, the "Interim Financial Statements" and together with the related notes thereto included Audited Financial Statements, the "Financial Statements"). The Financial Statements are in all material respects consistent with the Annual Report on Form 10-K books and records of the Business and the most recent Quarterly Report books and records underlying such Financial Statements include all material transactions required by GAAP, applied on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements a consistent basis. The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) GAAP consistently applied and present fairly the financial position and assets and liabilities of the Business as of the dates thereof and the Rules and Regulations, consistently applied throughout results of its operations for the periods involved (except as may be disclosed therein or in the notes theretothen ended, andsubject to, in the case of quarterly financial statementsthe Interim Financial Statements, as permitted by Form 10normal year-Q under the Securities Act). Except as set forth end adjustments which are not material in the financial statements of the Company set forth amount or significance in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually individual case or in the aggregate, have had or could reasonably and the absence of footnotes, statements of cash flows and other presentation items that may be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change required under GAAP. The balance sheet as of September 30, 2000 that is included in the conditionFinancial Statements is referred to herein as the "Balance Sheet" and the date thereof is referred to as the "Balance Sheet Date." The balance sheet as of December 31, financial or otherwise, or 2000 that is included in the earnings, business, prospects or results of operations of Financial Statements is referred to herein as the Company "Interim Balance Sheet" and the Subsidiaries, taken date thereof is referred to as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings"Interim Balance Sheet Date."

Financial Statements. The consolidated financial statements Red Cat has delivered to Unusual a true and complete copy of the Company audited consolidated balance sheet of the Target Companies as of April 30, 2021 and 2022, and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K audited consolidated profit and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionloss statement, income, statement of cash flow and statement of changes in stockholders’ equity, cash flow and results of operations equity of the Company and the Subsidiaries at the respective dates and Target Companies for the respective periods to period ending on such dates together with the same financial statements for the three and six months ended July 31 and October 31, 2021 and 2022 which they apply, and such interim financial statements have been reviewed by Red Cat’s auditors (collectively, the “Target Companies’ Financial Statements”). Each of the consolidated Target Companies’ Financial Statements (including, in each case, any notes and schedules thereto) : (i) have been prepared in conformity accordance with generally accepted accounting principles the books of accounts and records of the Target Companies; (“GAAP”ii) complied as to form in all material respects with the published rules and regulations of the Rules and Regulations, consistently SEC with respect thereto as of their respective dates; (iii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein or indicated in the notes thereto, thereto and, in the case of quarterly unaudited interim financial statements, as may be permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report SEC for Quarterly Reports on Form 10-K Q); (iv) reflected the effects of COVID-19 and COVID-19 Measures on the Target Companies and include adequate provisions to reflect the material effects of COVID-19 and COVID-19; and (v) fairly presented in all material respects the consolidated financial position and the most recent Quarterly Report on Form 10results of operations, changes in stockholders’ equity, and cash flows of the Target Companies and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-Q included among end audit adjustments as permitted by the applicable rules and regulations of the SEC Filings, since (but only if the date effect of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of whichsuch adjustments would not, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stockmaterial). The outstanding debt, Target Companies’ Financial Statements will (a) be prepared in accordance with the property, both tangible books of account and intangible, and the businesses records of each of Target Company for the Company six months ended October 31, 2021 and the Subsidiaries conform 2022 and will be true, correct and complete statements in all material respects to of the descriptions thereof contained in consolidated financial condition of each Target Company as the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsClosing Date.

Financial Statements. The Each of the consolidated financial statements (including, in each case, any related notes attached thereto) included in or incorporated by reference into the Company SEC Reports (the “Company Financials”) including each Company SEC Report filed as of the Company and the Subsidiaries together date hereof: (i) complied as to form in all material respects with the related notes thereto included in the Annual Report on Form 10-K published rules and the most recent Quarterly Report on Form 10-Q included among regulations of the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been with respect thereto; (ii) was prepared in conformity accordance with United States generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved (except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly unaudited interim financial statements, as may be permitted by Form the SEC on Forms 10-Q or 8-K under the Securities Exchange Act). Except as set forth ; and (iii) fairly presented in all material respects the consolidated financial statements position of the Company set forth and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its consolidated Subsidiaries’ operations and cash flows for the periods indicated, all in accordance with GAAP (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which would or may be material). The Company does not intend to correct or restate any of the Company Financials, nor does it have knowledge of any basis therefor. The consolidated balance sheet of the Company and its consolidated Subsidiaries as of March 31, 2006 contained in the Company’s Annual Report on Form 10-K and for the most recent Quarterly Report on Form 10-Q included among period ended March 31, 2006 is hereinafter referred to as the SEC Filings“Company Balance Sheet.” Except as disclosed in the Company Financials, since the date of the latest financial statements included in Company Balance Sheet and through the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliability (absolute, accrued, contingent or otherwiseother liabilities of any nature, either matured or unmatured) of any nature that would be required to be disclosed on a consolidated balance sheet (or notes thereto) of the Company and its Subsidiaries prepared in accordance with GAAP consistently applied, except those for (A) liabilities set forth or reserved against on the Company Balance Sheet or in the related notes thereto (but only to the extent of such reserve) (B) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of businessbusiness of the Company, consistent (as to amount C) liabilities incurred in connection with this Agreement and naturethe transactions contemplated hereby, (D) with past practicesliabilities described in Section 3.4(b) of the Company Disclosure Letter, none of and (E) liabilities which, individually or in the aggregate, have had or could would not reasonably be expected to have a Material Adverse Effect; (ii) there . The Company has been no material adverse change not had any dispute with any of its auditors regarding accounting matters or development involving a prospective material change policies during any of its past three full fiscal years or during the current fiscal year-to-date which was required to be reported to the Company’s Board of Directors and which if not resolved as required by the Company’s auditors would reasonably be expected to result in the condition, financial resignation or otherwise, refusal to stand for reappointment of such auditors or a disclosure in the earnings, business, prospects or results of operations any Company report required to be filed under any Legal Requirement . The books and records of the Company and each Subsidiary have been, and are being maintained in all material respects in accordance with applicable legal and accounting requirements and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither Company Financials are consistent with such books and records. Neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debtSubsidiaries is a party to, the propertyor has any commitment to become a party to, both tangible and intangible, and the businesses any “off-balance sheet arrangements” (as defined in Item 303(a) of each Regulation S-K of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSEC).

Financial Statements. (a) The Company has delivered to the Buying Parties (i) the audited balance sheets of Partners as of December 31, 2006, December 31, 2007 and December 31, 2008 (the date of the most recent such balance sheet being referred to herein as the “Balance Sheet Date”), and the related audited statements of income, change in member’s equity, and of cash flows of Partners for the three years ended December 31, 2008 (the foregoing audited financial statements, together with any additional audited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and all related compilations, reviews and other reports issued by its accountants with respect thereto, the “Audited Financial Statements”), and (ii) unaudited balance sheets of Partners as of January 31, 2009, and the related unaudited statements of income of Partners for the month ended January 31, 2009 (the foregoing unaudited financial statements, together with any additional unaudited financial statements of Partners provided after the date hereof pursuant hereto, including the notes thereto and all related compilations, reviews and other reports issued by its accountants with respect thereto, the “Most Recent Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly present in all material respects the financial condition of Partners as of the dates thereof and the results of their operations for the periods covered thereby; provided, however, that the interim Most Recent Financial Statements are subject to normal recurring year-end adjustments, which in the aggregate are not material, and lack footnotes and other presentation items. No financial statements of any Person other than Partners are required by GAAP to be included in the consolidated financial statements of the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsPartners.

Financial Statements. The Newcourt has previously made available to CIT copies of the consolidated financial balance sheets of Newcourt and the Newcourt Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income and retained earnings and cash flows for the Company fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt. The December 31, 1997 and the Subsidiaries together with 1998 consolidated balance sheets of Newcourt, including the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings notes, fairly present the consolidated financial positionposition of Newcourt and the Newcourt Subsidiaries as of the dates thereof, incomeand the other financial statements referred to in this Section 4.6 (including the related notes, changes where applicable) fairly present, and the financial statements to be filed with the OSC after the date hereof will fairly present (subject, in stockholders’ equitythe case of unaudited interim statements, cash flow to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company Newcourt and the Newcourt Subsidiaries at for the respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and such the financial statements have been to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in conformity accordance with Canadian generally accepted accounting principles (“"Canadian GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein indicated in the notes thereto or, in the case of unaudited interim statements, as permitted by the rules and regulations of the OSC. Except (A) as reflected in such financial statements or in the notes thereto, and, (B) for liabilities incurred in connection with this Agreement or the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K transactions contemplated hereby and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (iC) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent for liabilities or otherwise, except those obligations incurred in the ordinary course of business, consistent (neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as to amount and nature) with past practicesof the date of this Agreement, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations Effect on Newcourt as of the Company date of this Agreement. The books and records of Newcourt and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangibleSignificant Newcourt Subsidiaries have been, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with Canadian GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements.

Financial Statements. The (a) Issuer has previously made available to Buyer (i) copies of the consolidated financial balance sheets of Issuer as of December 31 for the fiscal years 2004 through 2006, inclusive, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 2004 through 2006, inclusive, as reported in the Issuer’s Annual Report Reports on Form 10-K for the fiscal years ended December 31, 2005 and December 31, 2006 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Issuer’s independent registered public accountants, (ii) unaudited consolidated balance sheets of Issuer as of March 31, 2007 and June 30, 2007, and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, incomerelated consolidated statements of operations, changes in stockholders’ equityequity and comprehensive income, and cash flow flows for the first two fiscal quarters of 2007, and (iii) restated consolidated statements of cash flows as described in Section 3.11 of the Issuer Disclosure Schedule (collectively, the “Financial Statements”). Each of the Financial Statements (i) was prepared in accordance with the books of account and other financial records of Issuer and its Subsidiaries, (ii) presents fairly the consolidated financial condition and results of operations of Issuer and its Subsidiaries as of the Company and the Subsidiaries at the respective dates and thereof or for the respective periods to which they applycovered thereby in accordance with GAAP, (iii) was prepared in accordance with GAAP applied on a basis consistent with the past practices of Issuer and its Subsidiaries, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”iv) and the Rules and Regulationsincludes all adjustments (consisting, consistently applied throughout the periods involved (except as may be disclosed therein or otherwise described in the notes theretoto the Financial Statements, and, in only of normal recurring accruals) that are necessary for a fair presentation of the case consolidated financial condition of quarterly financial statements, Issuer and its Subsidiaries and the results of the operations of Issuer and its Subsidiaries as permitted by Form 10-Q under of the Securities Act)dates thereof or for the periods covered thereby. Except as set forth in the SEC Documents, the consolidated financial statements of Issuer for the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (fiscal years 2004 through 2006 complied as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform form in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K with applicable accounting requirements and the most recent Quarterly Report on Form 10-Q included among published rules and regulations of the SEC Filingswith respect thereto.

Financial Statements. The CBI has previously delivered to Bancorp copies of (a) the consolidated financial balance sheets of CBI and its Subsidiaries as of December 31, for the fiscal years 1993 and 1994, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1992 through 1994, inclusive, as reported in the CBI's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants, with respect to CBI, (b) the unaudited consolidated balance sheet of CBI and its Subsidiaries as of December 31, 1995, and the most recent related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the fiscal year 1995 substantially in the form that is proposed to be reported in CBI's Annual Report on Form 10-K for the period ended December 31, 1995, filed with the SEC under the Exchange Act, and (c) the unaudited consolidated balance sheets of CBI as of September 30, 1995, and September 30, 1994, and the related unaudited consolidated statements of income, cash flows, and changes in stockholders' equity for the nine months then ended as reported in CBI's Quarterly Report on Form 10-Q included among for the period ended September 30, 1995, filed with the SEC Filings under the Exchange Act. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present (subject, in the financial positioncase of the unaudited statements, incometo recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholders’ equity, cash flow ' equity and results consolidated financial position of operations CBI and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except in each case as may be disclosed therein indicated in such statements or in the notes thereto, andthereto or, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth Q. The allowances for credit losses contained in the financial statements referred to in this Section 3.6 were adequate as of their respective dates to absorb reasonably anticipated losses in the loan portfolio of CBI and its Subsidiaries in view of the Company set forth size and character of such portfolio, the current economic conditions, and other pertinent factors and no facts have subsequently come to the attention of management of CBI that would cause management to restate in any material way the Annual Report on Form 10-K level of such allowance for credit losses. With respect to other real estate owned by CBI and its Subsidiaries, the most recent Quarterly Report on Form 10-Q included among value attributed thereto for purposes of compiling such financial statements does not exceed the SEC Filings, since aggregate fair market value of such real estate as of the date of acquisition of such real estate or as subsequently reduced, all in accordance with regulations of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any applicable Regulatory Agencies. The books and records of CBI and its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The consolidated Company has delivered to DoveBid, attached -------------------- hereto as Exhibit B, copies of: (a) the Company's compiled balance sheet as of --------- April 30, 1999, and the Company's compiled balance sheets as of December 31, 1999 and February 29, 2000, respectively (the "Balance Sheets") and (b) the Company's compiled income statement and statement of cash flows for the twelve months ended April 30, 1999, and the Company's unaudited income statements and statement of cash flows for the eight month period ended December 31, 1999 and the ten month period ended February 29, 2000, respectively (together, with the Balance Sheets and the Closing Balance Sheet, the "Financial Statements"). The Financial Statements (a) are in accordance with the books and records of the Company, (b) fairly present the financial statements condition of the Company and its subsidiaries at the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K date therein indicated and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations for the period therein specified (except for the unaudited balance sheets dated as of February 29, 2000, and December 31, 1999, and the unaudited income statements and statement of cash flows for the eight month period ended December 31, 1999 and the ten month period ended February 29, 2000, which fairly present in all material respects the financial condition of the Company and the Subsidiaries its subsidiaries at the respective dates date therein indicated and the results of operations for the respective periods to which they apply, period therein specified) and such financial statements (c) have been prepared in conformity accordance with generally accepted accounting principles GAAP, applied on a consistent basis with prior periods. The Company (“GAAP”including its subsidiaries) and the Rules and Regulationshas no debt, consistently applied throughout the periods involved (except as may be disclosed therein liability or in the notes theretoobligation of any nature, andwhether accrued, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesabsolute, contingent or otherwise, except those and whether due or to become due, that is not reflected or reserved against in the Financial Statements and the Closing Liabilities Schedule, other than such liabilities and obligations which (i) are not required to be reflected on the Balance Sheet in accordance with this Section 2.8, (ii) were incurred in the ordinary course of business, the Company's business consistent (as to amount and nature) with past practicespractice, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither are not material in amount to the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of or its financial condition, assets or business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The Borrower has furnished to the Administrative Agent copies of (i) the audited consolidated balance sheet of Sxxxx Xxxxxxx Holdings and its consolidated Subsidiaries for the fiscal year ended December 31, 2022, and the related audited consolidated statements of operations, shareholders’ equity and cash flow for the fiscal years ended on such dates, with the opinion thereon of Ernst & Yxxxx and (ii) the unaudited consolidated balance sheet of Sxxxx Xxxxxxx Holdings and its consolidated Subsidiaries for the fiscal quarter ended June 30, 2023, and the related unaudited consolidated statements of operations, shareholders’ equity and cash flow of Sxxxx Xxxxxxx Holdings and its consolidated Subsidiaries for the fiscal quarter period ended on such date. Such financial statements of the Company (including in each case related schedules and the Subsidiaries together notes) are complete and correct in all material respects and present fairly, in accordance with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout the periods involved involved, the consolidated financial position of Sxxxx Xxxxxxx Holdings and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (except subject, as may to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes). Neither the Borrower nor any of their Subsidiaries has on the Agreement Date any material contingent liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments that would be disclosed therein required by GAAP to be set forth in its financial statements or in the notes thereto, and, except as referred to or reflected or provided for in the case of quarterly said financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The consolidated financial balance sheets of such party and its Subsidiaries as of December 31, 1997, 1996 and 1995 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the Company and three years in the Subsidiaries three-year period ended December 31, 1997, together with the related notes thereto thereto, audited by such party's independent auditors and included in the Annual Report an annual report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") (collectively, the "Audited Financial Statements"), and the most recent Quarterly Report consolidated balance sheet of such party and its Subsidiaries as of March 31, 1998 and related consolidated statements of income, cash flows and changes in stockholders' equity for the three-month period ended March 31, 1998 included in a quarterly report on Form 10-Q included among as filed with the SEC Filings fairly present (collectively, the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply"Unaudited Financial Statements", and such financial statements together with the Audited Financial Statements, the "Financial Statements") have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis (“"GAAP”) "), present fairly the consolidated financial position of such party and its Subsidiaries at the dates and the Rules consolidated results of operations, changes in stockholders' equity and Regulations, consistently applied throughout cash flows of such party and its Subsidiaries for the periods involved (except as may be disclosed therein or in the notes theretostated therein, andsubject, in the case of quarterly financial statementsthe Unaudited Financial Statements, as permitted by Form 10to normal year-Q under end audit adjustments, and are derived from the Securities Act)books and records of such party and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company Neither such party nor any of its Subsidiaries has incurred any liabilities, material contingent or otherwise, except those liabilities that are not described in the financial statements described above other than liabilities incurred in the ordinary course of business, such party's business consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwisepractice, or in the earnings, business, prospects or results of operations of the Company connection with this Agreement and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstransactions contemplated hereby.

Financial Statements. The Parent has previously made available to the Company copies of the consolidated financial balance sheets of Parent and its Subsidiaries as of December 31 for the fiscal year 2001 and 2000 and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1999 through 2001, inclusive, as reported in the Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The December 31, 2001 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the date thereof, and the most recent Quarterly Report on Form 10-Q included among other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC Filings after the date hereof will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date records of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of Parent and its Subsidiaries has incurred any liabilitieshave been, contingent or otherwiseand are being, except those incurred maintained in the ordinary course of business, consistent (as to amount accordance with GAAP and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The SJNB has previously delivered to Saratoga copies of (a) the consolidated financial statements of financial condition of SJNB and its Subsidiaries, as of December 31, for the Company fiscal years 1997 and 1998, and the Subsidiaries together with related consolidated statements of income, shareholders' equity and cash flows for the related notes thereto included fiscal years 1996 through 1998, inclusive, as reported in the SJNB's Annual Report Reports on Form 10-K for the relevant fiscal years filed with the SEC under the Exchange Act, in each case accompanied by the report of KPMG LLP, independent auditors with respect to SJNB (the consolidated financial statements of SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "SJNB Consolidated Financial Statements"). Each of the financial statements referred to in this Section 3.2(d) (including the related notes, where applicable) fairly present, and the most recent Quarterly Report on Form 10-Q included among the SEC Filings consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the financial positioncases of the unaudited statements, incometo normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the consolidated operations and changes in stockholders’ equity, cash flow shareholders' equity and results consolidated financial condition of operations SJNB and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates and for therein set forth. Each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and such the financial statements have been prepared referred to in conformity Section 5.14 hereof will comply, in all material respects, with generally accepted applicable accounting principles requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (“GAAP”including the related notes, where applicable) has been, and the Rules and Regulationsfinancial statements referred to in Section 5.14 will be, prepared, in all material respects, in accordance with GAAP consistently applied throughout during the periods involved (involved, except in each case as may be disclosed therein indicated in such statements or in the notes thereto, andthereto or, in the case of quarterly financial statementsthe unaudited statements (subject to normal recurring and year-end audit adjustments), as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K SJNB and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained where required in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and, where such books and records purport to reflect any transactions, the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstransactions so reflected are actual transactions.

Financial Statements. (a) The consolidated Plan Investor has previously provided the Company with the following financial statements (collectively, the “Plan Investor Financial Statements”): (i) the audited consolidated balance sheets of the Plan Investor Group as of December 31, 2018 and the related statements of income, cash flows and changes in owners’ equity for the fiscal year then ended, together with the notes to such Plan Investor Financial Statements and the opinion of the Plan Investor’s independent auditor thereon (the Financial Statements set forth in this clause (i), the “Plan Investor Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company Group as of March 31, 2019 (the “Plan Investor Latest Balance Sheet Date”) and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K statements of income and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and flows for the respective periods to which they apply, and such financial statements three (3)-month period then ended (the “Plan Investor Unaudited Financial Statements”). The Plan Investor Financial Statements have been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently IFRS applied on a consistent basis throughout the periods involved indicated therein (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K footnote disclosures thereto) and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsexcept for (x) footnote disclosures thereto, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: and (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and naturey) with past practicesrespect to Plan Investor Unaudited Financial Statements, normal and recurring year-end adjustments thereto (none of which, individually or in the aggregate, have had or could reasonably be expected are material to have the Company Group Members taken as a Material Adverse Effect; (ii) there has been no whole), the Plan Investor Financial Statements fairly present, in all material adverse change or development involving respects, the financial position, and results of operations, stockholders’ equity and cash flows of the Plan Investor Group, on a prospective consolidated basis, as of the dates and for the periods indicated therein. The Plan Investor Financial Statements were derived from the books and records of the Plan Investor Group Members and present fairly in all material change in respects the condition, financial or otherwise, or in condition of the earnings, business, prospects or Plan Investor Group as of the respective dates they were prepared and the results of operations of the Company Plan Investor Group for the periods indicated therein. Each Plan Investor Group Member maintains a standard system of accounting established and the Subsidiaries, taken as a whole, whether or not arising administered in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccordance with IFRS.

Financial Statements. The consolidated financial True and complete copies of (i) the audited balance sheets and the related statements of income and expenses, members’ equity, and cash flows of MMG for each of the Company two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of MMG’s accountants (the “MMG Audited Financial Statements”); (ii) the audited consolidated balance sheet and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K consolidated statements of income and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionexpenses, income, changes in stockholders’ equity, and cash flow flows of the Business for the quarterly period ended September 30, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the MMG Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to Parent. The Transferor Financial Statements (A) were prepared in accordance with the books of account and other financial records of the Transferors, (B) present fairly the consolidated financial condition and results of operations of the Company and Transferors as of the Subsidiaries at the respective dates and thereof or for the respective periods to which they applycovered thereby, and such financial statements (C) have been prepared in conformity accordance with generally accepted accounting principles GAAP applied on a basis consistent with the past practices of the Transferors, except that the Transferor Financial Statements may not contain all footnotes required by GAAP and (“GAAP”D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Transferors and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements results of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken Transferors as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and dates thereof or for the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsperiods covered thereby.

Financial Statements. The FNB has previously made available to CBI copies of the consolidated financial balance sheet of FNB and its Subsidiaries as of December 31, 2007, 2008 and 2009, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included years then ended as reported in the FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “FNB 2009 10-K”), filed with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), accompanied by the audit report of Ernst & Young LLP, independent registered public accountants with respect to FNB for the years ended December 31, 2007, 2008 and 2009. The December 31, 2009 consolidated balance sheet of FNB, including the related notes, where applicable, fairly presents in all material respects the consolidated financial position of FNB and its Subsidiaries as of the date thereof, and the most recent Quarterly Report on Form 10-Q included among other financial statements referred to in this Section 4.6, including the SEC Filings related notes, where applicable, fairly present in all material respects the financial positionresults of the consolidated operations, income, cash flows and changes in stockholdersshareholders’ equity, cash flow equity and results consolidated financial position of operations FNB and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates in this Agreement set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements, each of such statements, including the related notes, where applicable, complies in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto, and each of such financial statements have statements, including the related notes, where applicable, has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (except involved, except, in each case, as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K FNB and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The consolidated financial (a) Attached as Section 3.6(a) of the Vornado Disclosure Letter are copies of the following: balance sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Company Vornado Included Assets on an aggregate basis, each unaudited and with any footnotes in draft format only, as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of June 30, 2016 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the six months ended June 30, 2016 and 2015, each unaudited and with any footnotes in draft format only (collectively, the “Newco Financial Statements”). The Newco Financial Statements were derived from the books and records of the Vornado Parties and their Subsidiaries together and were prepared in accordance with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Newco Financial Statements (including footnotes) are audited and filed in connection with the related notes thereto included Form 10 (in such form, the “Newco Audited Financial Statements”), they will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements), subject in the Annual Report on Form 10case of unaudited combined financial statements, to normal year-K end adjustments, as at the dates and for the most recent Quarterly Report on Form 10-Q included among the SEC Filings periods presented, and present fairly present in all material respects the financial position, incomeresults of operations and cash flows of the Vornado Included Assets as at the dates and for the periods presented. The Newco Financial Statements present fairly, changes in stockholders’ equityall material respects, cash flow the combined financial position and the combined results of operations of the Company Vornado Included Entities (taken as a whole and the Subsidiaries at assuming none of them had been designated as Kickout Interests), as of the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout thereof or the periods involved (then ended, in each case except as may be disclosed noted therein (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or in the notes thereto, reporting segment and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debttherefore, the property, both tangible Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsrequirements).

Financial Statements. The Parent has previously made available to the Company copies of (i) the consolidated financial balance sheets of Parent and its Subsidiaries as of December 31, 2002 and 2003, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the Company and the Subsidiaries together with the related notes thereto fiscal years 2001 through 2003, inclusive, as included in the Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC under the Exchange Act, accompanied by the audit report of Xxxxx Xxxxxxxx LLP, independent public accountants with respect to Parent, and (ii) the unaudited consolidated balance sheets of Parent and its Subsidiaries as of September 30, 2004 and the most recent related unaudited consolidated statements of operations, cash flows and changes in shareholders’ equity for the three- and nine-month periods then ended as included in Parent’s Quarterly Report on Form 10-Q included among for the period ended September 30, 2004 filed with the SEC Filings under the Exchange Act. The December 31, 2003 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.02(f) (including the related notes, where applicable) fairly present, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except Q. Xxxxx Xxxxxxxx LLP has not resigned or been dismissed as set forth independent public accountants of Parent as a result of or in the financial statements connection with any disagreements with Parent on a matter of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent accounting principles or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually financial statement disclosure or in the aggregate, have had auditing scope or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsprocedure.

Financial Statements. The Pioneer has delivered to Central -------------------- true and complete copies of (i) the audited consolidated statement of financial condition and the related statements of income, retained earnings and cash flows of Pioneer for the Company year ended September 30, 1995 (the "1995 Pioneer Financial Statements"); (ii) the audited consolidated statement of financial condition and the Subsidiaries together with related statements of income, retained earnings and cash flows of Pioneer for the year ended September 30, 1996 (the "1996 Pioneer Financial Statements"); and (iii) the audited consolidated balance sheet and the related notes thereto included consolidated statements of income, stockholders' equity and cash flows of Pioneer for the year ended September 30, 1997 (the "1997 Pioneer Financial Statements"). The 1995, 1996 and 1997 Pioneer Financial Statements have been audited by Miller, Mayer, Xxxxxxxx & Xxxxxxx LLP, certified public accountants. Pioneer has delivered, or for periods not yet complete as of the date of this Agreement, shall deliver in accordance with Section 6.10, for the Annual Report monthly and quarterly periods ending during the period beginning on Form 10-K October 1, 1997, and ending on the last day of the month next preceding the month in which the Effective Time occurs, true and complete copies of the quarterly and monthly unaudited balance sheets and related statements of income, stockholders' equity and cash flows of Pioneer (collectively, the "Pioneer Unaudited Financial Statements"). The 1995, 1996, and 1997 Pioneer Financial Statements, and the most recent Quarterly Report on Form 10-Q included among Pioneer Unaudited Financial Statements (collectively, the SEC Filings fairly present "Pioneer Financial Statements") have been or, as the financial positioncontext requires, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements shall have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior years. The Pioneer Financial Statements present, or, as the context requires, shall present, fairly the financial position of the Bank and Pioneer as of their respective dates and the results of the operations of the Bank and Pioneer for the respective periods covered thereby in conformity with generally accepted accounting principles applied on a consistent basis; in compliance as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (“GAAP”the "Securities Act") and the Rules applicable published rules and Regulationsregulations of the Securities and Exchange Commission (the "SEC") thereunder. All loans, consistently applied throughout discounts and financing leases reflected on Pioneer Financial Statements have been, or, as the periods involved context requires, shall have been (except as may be disclosed therein or a) made for good, valuable and adequate consideration in the ordinary course of business of the Bank, (b) evidenced by notes theretoor other evidences of indebtedness which are true, andgenuine and what they purport to be, and (c) adequately reserved against in an amount sufficient in the case reasonable opinion of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth management to provide for all losses reasonably anticipated in the financial statements ordinary course of busi- ness as of the Company set forth date thereof based on information available as of their respective dates under generally accepted accounting principles. Neither Pioneer nor the Bank has or will have, nor are any of their assets subject to, nor will any of their assets be subject to, any liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured) which (a) is material and not reflected and adequately reserved against in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings1997 Pioneer Financial Statements, since or (b) has been or shall be incurred subse- quent to the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except 1997 Pioneer Financial Statements other than those incurred in the ordinary course of business, consistent (as to amount business and nature) with past practices, none not in violation of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results any provision of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsthis Agreement.

Financial Statements. The i. Attached to Section [•] of the Disclosure Schedule are true, correct and complete copies of (i) the audited consolidated balance sheet of Bottler and its Subsidiaries as of [•], [•] and [•], and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Bottler's independent auditors (collectively referred to as the “Financial Statements”), and the unaudited consolidated balance sheet of Bottler and its Subsidiaries as at __________, and the related consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, other than such notes and schedules that are customarily only included in year-end audited financial statements (collectively referred to as the "Interim Financial Statements"). Each of the Company Financial Statements and the Subsidiaries together Interim Financial Statements (1) are correct and complete in all material respects and have been prepared in accordance with the related notes thereto included books and records of Bottler and its Subsidiaries, (2) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the Annual Report on Form 10-K notes thereto) and (3) fairly present, in all material respects, the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the consolidated financial position, income, changes in stockholders’ equity, cash flow and results of operations and cash flows of the Company Bottler and the its Subsidiaries as at the respective dates thereof and for the respective periods to which they applyindicated therein, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed otherwise noted therein or in the notes thereto, andand subject, in the case of quarterly financial statementsthe Interim Financial Statements, as permitted by Form 10to normal and recurring year-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of whichend adjustments that will not, individually or in the aggregate, have had or could reasonably be expected material and to have a Material Adverse Effect; the absence of notes (ii) there has been no material adverse change or development involving a prospective material change that if presented, would not differ materially from those included in the condition, financial or otherwise, or most recently audited balance sheet included in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsFinancial Statements).

Financial Statements. The (a) True and complete copies of (i) the unaudited consolidated financial statements balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the Subsidiaries related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the related notes thereto included in the Annual Report on Form 10-K Consolidated Financial Statements and the most recent Quarterly Report on Form 10-Q included among Interim Consolidated Financial Statements, the SEC Filings “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly present in all material respects the consolidated financial position, income, changes in stockholders’ equity, cash flow condition and results of operations of the Company and Group Companies as of the Subsidiaries at the respective dates thereof and for the respective periods to which they applycovered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”D) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein include or in the notes thereto, and, in the case of quarterly financial statementswill include, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsapplicable, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have all adjustments that are necessary for a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform fair presentation in all material respects to of the descriptions thereof contained in consolidated financial condition of the Annual Report on Form 10-K Group Companies and the most recent Quarterly Report on Form 10-Q included among results of the SEC Filingsoperations of the Group Companies as of the dates thereof and for the periods covered thereby.

Financial Statements. The (a) MPC has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the XXXXX system of the Commission under the name of MPC are deemed to have been made available) to DPW: (i) a true and complete copy of MPC’s unaudited consolidated financial balance sheet as of December 31, 2016 and the related unaudited consolidated statements of operations, changes in MPC’s stockholder’s deficit and cash flows for the Company six month periods then ended and (ii) a true and complete copy of MPC’s audited balance sheet(the “MPC Balance Sheet”) as of June 30, 2016 (the “Balance Sheet Date”) and June 30, 2015 and the Subsidiaries related audited statements of operations, changes in MPC Stockholder’s deficit and cash flows for each of the years ended June 30, 2016, and June 30, 2015 prepared in accordance with GAAP, together with the report of Xxxxxxxxx Xxxx Xxxxx Xxxxxx & Company, MPC’s independent registered public accounting firm (the “MPC Firm”), which has served as MPC’s auditors since the audit of its 2015 financial statements (such statements, including the related notes thereto included and schedules thereto, are referred to herein as the “MPC Financial Statements”). The MPC Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of MPC, comply in all material respects with applicable accounting requirements in the Annual Report on Form 10-K case of the MPC Financial Statements; fairly present in all material respects the financial position and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the results of operations and cash flows (and changes in financial position, income, changes in stockholders’ equity, cash flow and results if any) of operations MPC as of the Company and the Subsidiaries at the respective dates times and for the respective periods referred to which they applytherein (subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and such financial statements the absence of footnotes). The MPC Financial Statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently GAAP applied throughout on a consistent basis during the periods involved (except as may be disclosed therein or set forth in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth The MPC Financial Statements are in form appropriate for filing with the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCommission.

Financial Statements. The There has been furnished to the -------------------- Administrative Agent and each of the Banks (a) a consolidated financial balance sheet of the Borrower as at December 31, 1997, December 31, 1996 and December 31, 1995, and a consolidated statement of income and cash flow of the Borrower for the fiscal year then ended, certified by the Borrower's independent certified public accountants, and (b) unaudited consolidated balance sheets of the Borrower as at March 31, 1997, June 30, 1997, and September 30, 1997 and consolidated statements of income and of cash flow of the Company Borrower for the respective fiscal periods then ended and the Subsidiaries together with the related notes thereto included as set forth in the Annual Report on Form 10-K and the most recent Borrower's Quarterly Report Reports on Form 10-Q included among the SEC Filings fairly present for such fiscal quarters. With respect to the financial positionstatements prepared in accordance with clause (a) above, incomesuch balance sheet and statement of income have been prepared in accordance with GAAP, changes and present fairly in stockholders’ equity, cash flow all material respects the financial position of the Borrower and its Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company Borrower and the its Subsidiaries at the respective dates and for the respective fiscal periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andthen ended; or, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements referred to in clause (b), have been prepared in accordance with Rule 10-01 of Regulation S-X of the Company set forth in the Annual Report on Form 10-K Securities and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsExchange Commission, since the date and contain all adjustments necessary for a fair presentation of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company Borrower for the periods covered thereby, (ii) the financial position of the Borrower at the date thereof, and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any cash flows of the Borrower for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Borrower or its Subsidiaries as of such dates involving material transaction other than amounts, known to the executive management of the Borrower that (x) should have been disclosed in said balance sheets or the ordinary course related notes thereto in accordance with GAAP and the rules and regulations of business; the Securities and Exchange Commission, and (ivy) the Company has were not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsso disclosed.

Financial Statements. The Company has previously made available to Buyer copies of the consolidated financial statements balance sheets of the Company as of December 31 for the fiscal years 2001 through 2004 and the Subsidiaries together with related consolidated statements of income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows for the related notes thereto included fiscal years 2001 through 2004, as reported in the Company’s Annual Report on Form 10-K and KSB for the most recent Quarterly Report on Form 10-Q included among fiscal years ended December 31, 2004 filed with the SEC Filings fairly present under the financial positionExchange Act, incomein each case accompanied by the audit report of the Company’s independent registered public accountants. The December 31, changes in stockholders’ equity, cash flow and results of operations 2004 consolidated balance sheet of the Company (including the related notes, where applicable) fairly presents the financial position of the Company as of the date thereof, and the Subsidiaries at other financial statements referred to in this Section 4.6 (including the respective dates and for the respective periods to which they applyrelated notes, where applicable) fairly present, and such the financial statements have been prepared in conformity to be filed by the Company with generally accepted accounting principles the SEC after the date of this Agreement will fairly present (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial position of the Company for the respective fiscal periods or as of the respective dates therein set forth; each of such statements, (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under QSB. The books and records of the Securities Act)Company have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Except as set forth in To the knowledge of the Company, the non-audited, company prepared consolidated financial statements of the Company set forth in as of March 31, 2005 fairly present the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations condition of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsthat date.

Financial Statements. The (a) Buyer has previously made available to the Company copies of (i) the consolidated financial balance sheets of Buyer and its Subsidiaries as of December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1996 through 1998, inclusive, as reported in the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx Xxxxxxxx, LLP, independent public accountants with respect to Buyer, and (ii) the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of June 30, 1999 and June 30, 1998 and the most recent related unaudited consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the six-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q included among for the period ended June 30, 1999 filed with the SEC Filings under the Exchange Act. The December 31, 1998 consolidated balance sheet of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.6 (a) (including the related notes, where applicable) fairly present and the financial position, income, changes in stockholders’ equity, cash flow and results of operations of statements to be filed with the Company and SEC after the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles date hereof will fairly present (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.Q.

Financial Statements. The (a) Schedule 7.7 of the Price Disclosure Schedule sets forth true and correct copies of (i) the audited balance sheets of AGC and each of its Subsidiaries on a consolidated financial basis for the fiscal years ended December 31, 2000 and 1999 and the unaudited balance sheet of AGC and its Subsidiaries for the year ended December 31, 2001; and (ii) the unaudited balance sheets of (x) GEI and each of its Subsidiaries on a consolidated basis; and (y) each of the Transferred Entities and their respective Subsidiaries on a consolidated basis, and, in each case, the related statements of the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, owners' equity and cash flow and results of operations flows for each of the Company fiscal years ended December 31, 2001, December 31, 2000 and December 31, 1999 (which shall be audited in the case of AGC and its Subsidiaries for the fiscal years ended December 31, 2000 and 1999 and unaudited for the fiscal year ended December 31, 2001 and unaudited in the case of GEI and its Subsidiaries and the Transferred Entities and their respective Subsidiaries at (the respective dates and for balance sheets referred to in this sentence, the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) "BALANCE SHEETS," and the Rules Balance Sheets and Regulationsthe other statements referred to in this sentence, consistently applied throughout the periods involved (except as may be disclosed therein or in together with the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act"FINANCIAL STATEMENTS"). Except as set forth The Balance Sheets are complete and correct in all material respects and present fairly and accurately the consolidated financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses position of each of the Company Price Entities to which they relate as of the date thereof, and the Subsidiaries conform other financial statements referred to in this Section 7.7(a) (including the related notes thereto) are complete and correct in all material respects and present fairly and accurately the results of the operations and cash flows for the fiscal periods therein set forth of each of the Price Entities to which they relate. Each of the descriptions thereof contained Financial Statements has been prepared in accordance with GAAP (or with respect to European Golf LLC, U.K. GAAP) consistently applied during the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsperiods involved.

Financial Statements. The consolidated True and complete copies of (a) the financial statements of the Acquired Company from inception until July 15, 2010 and the Subsidiaries together with related balance sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31 in each of the years 2008 and 2009 and the related notes thereto statements of income and retained earnings for the years then ended; and (c) the financial statements consisting of the balance sheet of the PRMC as at June 30, 2010, and the related statements of income and retained earnings for the six-month period then ended. The financial statements referred to in (a), (b) and (c) above collectively referred to as the “Acquired Financial Statements”, all of which are included in the Annual Report on Form 10-K Seller Disclosure Schedule. The Acquired Financial Statements are true, complete and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow correct and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and in the Rules and Regulations, consistently jurisdiction of their respective place of incorporation applied on a consistent basis throughout the periods involved (except as may be disclosed therein or in the notes theretoinvolved, andsubject, in the case of quarterly interim financial statements, as permitted by Form 10to normal and recurring year-Q under end adjustments (the Securities Acteffect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the annual financial statements). Except as set forth in The Acquired Financial Statements are based on the books and records of the Acquired Company and its Subsidiary, and fairly present the financial statements condition of the Acquired Company set forth in and its Subsidiary as of the Annual Report on Form 10-K respective dates they were prepared and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date results of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Acquired Company and its Subsidiary for the Subsidiariesperiods indicated. The balance sheets of the Acquired Company as of July 15, taken 2010 and its Subsidiary as of June 30, 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a whole, whether or not arising standard system of accounting established and administered in accordance with generally accepted accounting principles in the ordinary course jurisdiction of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course their respective place of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsincorporation.

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Subsidiaries Prospectus, together with the related notes thereto included schedules (if any) and notes, present fairly in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present all material respects the financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company and the Subsidiaries Subsidiary (as defined below) at the respective dates indicated and the results of operations, changes in shareholders’ equity and cash flows of the Company and the Subsidiary for the respective periods to which they applyspecified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) and ), as issued by the Rules and RegulationsInternational Accounting Standards Board, consistently applied on a consistent basis throughout the periods involved (except and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as may be disclosed therein or applicable. The supporting schedules, if any, included in the notes thereto, andRegistration Statement present fairly in all material respects, in accordance with IFRS, the case of quarterly financial statements, as permitted by Form 10information required to be stated therein. The information in the Pre-Q Pricing Prospectus and the Prospectus under the Securities Act). Except as set forth captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company set forth [1]included in the Annual Report on Form 10-K Registration Statement, the General Disclosure Package and the most recent Quarterly Report on Form 10Prospectus. All “non-Q included among GAAP financial measures” (as such term is defined in the SEC Filings, since the date rules and regulations of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilitiesCommission), contingent or otherwiseif any, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-K and of the most recent Quarterly Report on Form 10-Q included among Commission, to the SEC Filingsextent applicable.

Financial Statements. The Company has furnished each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (i) consolidated financial statements balance sheets of the Company and its Subsidiaries as of the Subsidiaries together with last day in each of the related notes thereto included in five fiscal years of the Annual Report on Form 10-K Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, consolidated statements of income, changes in stockholders’ equity, shareholders' equity and cash flow and results of operations flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the respective dates end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for the respective periods from the beginning of the fiscal years in which such quarterly periods are included to which they applythe end of such quarterly periods, and such in each case prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied followed throughout the periods involved (except as may be disclosed therein or in the notes theretoand show all liabilities, anddirect and contingent, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the Annual Report on Form 10-K condition of the Company and its Subsidiaries as at the dates thereof, and the most recent Quarterly Report on Form 10-Q included among statements of income, shareholders' equity and cash flows fairly present the SEC Filings, since the date results of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither operations and cash flows of the Company nor any of and its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in for the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there periods indicated. There has been no material adverse change or development involving a prospective material change in the conditionbusiness, condition (financial or otherwise, ) or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, its Subsidiaries taken as a whole, whether or not arising in whole since the ordinary course end of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsfiscal year for which such audited financial statements have been furnished.

Financial Statements. The There has been furnished to the Administrative Agent and each of the Banks (a) a consolidated financial balance sheet of the US Guarantor as at December 31, 2006, and a consolidated statement of income and cash flow of the US Guarantor for the fiscal year then ended, certified by the US Guarantor’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the US Guarantor and the Consolidated Subsidiaries as at September 30, 2007, and interim condensed consolidated statements of income and of cash flow of the Company US Guarantor and the Consolidated Subsidiaries together with for the related notes thereto included respective fiscal periods then ended and as set forth in the Annual Report on Form 10-K and the most recent US Guarantor’s Quarterly Report Reports on Form 10-Q included among the SEC Filings fairly present for such fiscal quarters. With respect to the financial positionstatements prepared in accordance with clause (a) above, income, changes such balance sheet and statement of income have been prepared in stockholders’ equity, cash flow accordance with GAAP and present fairly in all material respects the financial position of the US Guarantor and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company US Guarantor and the Consolidated Subsidiaries at the respective dates and for the respective fiscal periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andthen ended; or, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of referred to in clause (b), have been prepared in a manner consistent with the Company set forth accounting practices and policies employed with respect to the audited financial statements reported in the Annual Report on US Guarantor’s most recent Form 10-K filed with the Securities and the most recent Quarterly Report on Form Exchange Commission and prepared in accordance with Rule 10-Q included among the SEC Filings, since the date 01 of Regulation S-X of the latest financial statements included in Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company US Guarantor for the periods covered thereby, (B) the financial position of the US Guarantor at the date thereof, and (C) the cash flows of the US Guarantor for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the US Guarantor or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the US Guarantor that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP and the Subsidiariesrules and regulations of the Securities and Exchange Commission, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (ivbb) the Company has were not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsso disclosed.

Financial Statements. The Sellers have delivered to Buyer true and correct copies of (i) the audited consolidated balance sheets of Sellers as of December 25, 2012, December 27, 2011 and December 28, 2010 and the related audited consolidated statements of income and of cash flows of Sellers for the years then ended, and (ii) the unaudited consolidated balance sheet of the Sellers as of November 26, 2013, and the related consolidated statement of income and cash flows of Sellers for the forty-eight (48) weeks then ended (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Each of the Financial Statements has been prepared in accordance with GAAP consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented and presents fairly in all material respects the consolidated financial statements position, results of operations and cash flows of Sellers as of the dates and for the periods indicated therein, subject to normal year-end adjustments and the absence of complete notes in the case of the unaudited statements. Other than with respect to Excluded Liabilities as to which the Sellers do not provide any representations and warranties, no Seller has any material Liabilities that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries, except for liabilities and obligations (a) reflected or reserved against in the Subsidiaries together with Company’s consolidated balance sheet as of November 26, 2013 (or the related notes thereto thereto) included in the Annual Report on Form 10-K and Financial Statements, (b) incurred in the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionOrdinary Course of Business since November 26, income2013, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to (c) which they apply, and such financial statements have been prepared discharged or paid in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since full prior to the date of this Agreement, or (d) incurred pursuant to the latest financial statements included in transactions contemplated by this Agreement. Since December 25, 2012, to the most recent Quarterly Report on Form 10-Q included among Knowledge of Sellers, no Seller has received any complaint, allegation, assertion or Claim regarding the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent accounting or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past auditing practices, none procedures, methodologies or methods of which, individually Sellers or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstheir respective internal accounting controls.

Financial Statements. The consolidated (a) Each of (i) the financial statements of the Company and the Subsidiaries together with the related notes thereto of EXCO and its Consolidated Subsidiaries included or incorporated by reference in the Annual Report on Form 10-K SEC Filings, and (ii) the financial statements and the most recent Quarterly Report on Form 10-Q related notes of EXCO and its Consolidated Subsidiaries to be included among or incorporated by reference in the Proxy Statement, if any, comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of the SEC Filings thereunder, and fairly present present, or will fairly present, as the case may be, in all material respects the financial position, income, changes in stockholders’ equity, cash flow and results of operations and cash flows of EXCO and its Subsidiaries as of the Company and the Subsidiaries at the respective dates indicated and for the respective periods specified, subject, in the case of the unaudited financial statements, to which they apply, the absence of disclosures normally made in footnotes and to customary year-end adjustments that are not and shall not be material; such financial statements have been prepared prepared, or will be prepared, as the case may be, in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently Accounting Principles applied on a consistent basis throughout the periods involved covered thereby (except as may be disclosed therein or in the notes theretoSEC Filings filed before the Execution Date), and, and each of (A) the supporting schedules included or incorporated by reference in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since and (B) the date of the latest financial statements supporting schedules to be included or incorporated by reference in the most recent Quarterly Report on Form 10-Q Proxy Statement, if any, fairly present, or will fairly present, as the case may be, in all material respects, the information required to be stated therein; and each of (x) the other financial information included among or incorporated by reference in the SEC Filings: , and (iy) neither the Company nor any other financial information to be included or incorporated by reference in the Proxy Statement, if any, has been, or will be, as the case may be, derived from the accounting records of EXCO and its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwisepresents fairly, or in will present fairly, as the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debtcase may be, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsinformation shown thereby.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated financial statements balance sheets of the Company and the its Subsidiaries together with the related notes thereto included as at June 30, in the Annual Report years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on Form 10July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-K end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the most recent Quarterly Report on Form 10-Q included among the SEC Filings Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the financial positioncondition of the Company and its Subsidiaries as at the dates thereof, income, changes in stockholders’ equity, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flow and flows fairly present the results of the operations of the Company and the its Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act)indicated. Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there There has been no material adverse change or development involving a prospective material change in the conditionbusiness, condition or operations (financial or otherwise, or in the earnings, business, prospects or results of operations ) of the Company and the Subsidiaries, its Subsidiaries taken as a wholewhole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings1999.

Financial Statements. The consolidated financial Copies of (i) the audited combined balance sheet of the Network Business as of December 31, 2007 and 2006, and the related audited combined statements of income, parents’ net investment and cash flows of the Company Network Business for each of the three years in the period ended December 31, 2007, together with all related notes and schedules thereto, accompanied by the report thereon of the Network Business’ independent auditors (collectively referred to as the “Financial Statements”), (ii) the unaudited combined balance sheet of the Network Business as of September 30, 2008, and the Subsidiaries together with related unaudited combined statement of income of the Network Business (collectively referred to as the “Interim Financial Statements”), (iii) the unaudited combined balance sheet of XXXxxxx.xxx as of September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and December 31, 2006 and the related notes thereto included unaudited combined statement of income of XXXxxxx.xxx (collectively referred to as the “XXXxxxx.xxx Financial Statements”), and (iv) a schedule combining the unaudited combined balance sheet of the Network Business and the unaudited combined balance sheet of XXXxxxx.xxx as of September 30, 2008 (the “Balance Sheet,” and such date the “Balance Sheet Date”) are attached as Section 4.7 of the Disclosure Schedule. The Financial Statements (a) have been prepared based on the books and records of the Network Business (except as may be indicated in the Annual Report notes thereto), (b) have been prepared in accordance with GAAP applied on Form 10-K a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), and (c) fairly presents, in all material respects, the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the combined financial position, results of operations and cash flows of the Network Business as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein. The Interim Financial Statements (i) have been prepared based on the books and records of the Network Business; (ii) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, changes which is in stockholders’ equityaccordance with GAAP, cash flow subject to the GAAP Exceptions; and (iii) fairly presents, in all material respects, the combined financial position and results of operations of the Company and the Subsidiaries at Network Business as of the respective dates date thereof and for the respective periods period indicated therein, subject to which they apply, the GAAP Exceptions; and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”iv) subject to normal and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10recurring year-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of whichend adjustments that will not, individually or in the aggregate, be material. The XXXxxxx.xxx Financial Statements (a) have had or could reasonably been prepared based on the books and records of XXXxxxx.xxx except as may be expected to have a Material Adverse Effectindicated in the notes thereto; (iib) there has have been no material adverse change or development involving prepared in a prospective material change manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP Exceptions, except as may be indicated in the conditionnotes thereto; (c) fairly presents, in all material respects, the combined financial or otherwise, or in the earnings, business, prospects or position and results of operations of XXXxxxx.xxx as of the Company respective date thereof and for the Subsidiariesrespective period indicated therein, taken except as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of businessotherwise noted therein; and (ivd) the Company has not declared or paid any dividend or made any other distribution on subject to normal and recurring year-end adjustments that will not, individually or in respect of its capital stockthe aggregate, be material. The outstanding debt, Balance Sheet (a) has been prepared based on the property, both tangible and intangible, balance sheet contained in the Interim Financial Statements and the businesses balance sheet as of each of September 30, 2008, contained in the Company XXXxxxx.xxx Financial Statements, except as may be indicated in the notes thereto; and the Subsidiaries conform (b) fairly presents, in all material respects to respects, the descriptions thereof contained in combined financial position of the Annual Report on Form 10-K and Network Business as of the most recent Quarterly Report on Form 10-Q included among the SEC FilingsBalance Sheet Date, except as otherwise noted therein.

Financial Statements. The True and complete copies of (i) the audited consolidated financial balance sheets and the related consolidated statements of the Company income and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionexpenses, income, changes in stockholders’ equity, and cash flow flows of the Business for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of Transferor’s accountants (the “Transferor Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended March 31, 2012 and March 31, 2011 and, for each of 2012 and 2011, the year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to SFX. The Transferor Financial Statements (A) were prepared in accordance with the books of account and other financial records of Transferor, (B) present fairly the consolidated financial condition and results of operations of Transferor as of the Company and the Subsidiaries at the respective dates and thereof or for the respective periods to which they applycovered thereby, and such financial statements (C) have been prepared in conformity accordance with generally accepted accounting principles GAAP applied on a basis consistent with the past practices of Transferor and (“GAAP”D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Transferor and the Rules and Regulations, consistently applied throughout results of the operations of Transferor as of the dates thereof or for the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingscovered thereby.

Financial Statements. The consolidated CPI has made available to Purchaser the unaudited financial statements of PGV, including a balance sheet as of December 31, 2003, and an income statement and a statement of cash flows for the Company 12 months ending December 31, 2003 (collectively, the "Unaudited Financial Statements"). The foregoing balance sheet is referred to herein as the "Balance Sheet". The Unaudited Financial Statements were prepared in accordance with GAAP consistently applied (except that the Unaudited Financial Statements do not include footnotes required by GAAP) and the Subsidiaries together with the related notes thereto included fairly present, in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present all material respects, the financial positionposition and results of operations of PGV as of the date thereof and for the periods covered thereby. Seller has made available to Purchaser an unaudited balance sheet and income statement for the combination of CE PUNA I and CE PUNA II as of December 31, income2003 and such balance sheet and income statement were prepared in accordance with GAAP (except that such statements do not include footnotes required by GAAP and such statements do not reflect income taxes which were reported on the financial statements of Seller) and fairly present, changes in stockholders’ equityall material respects, cash flow the financial position and results of operations of the Company combination of CE PUNA I and CE PUNA II as of the Subsidiaries at the respective dates date thereof and for the respective periods covered thereby. From January 1, 2004 to which they applythe Effective Date, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements none of the Company set forth in the Annual Report on Form 10-K Companies have distributed any cash to Seller or any Affiliate of Seller other than as payment for goods and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred services rendered in the ordinary course of business, consistent business or to satisfy the Intercompany Arrangements as provided herein. Either (as to amount i) the books and nature) with past practices, none of which, individually or records in the aggregatepossession of the Companies or Purchaser upon Closing will include the backup accounting and financial information reasonably necessary for an experienced certified public accountant to prepare audited financial statements for each of the Companies for the 2001, have had 2002 and 2003 calendar years and that portion of the 2004 calendar year prior to Closing or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, Seller will provide the Purchaser with such backup accounting and financial or otherwise, or in the earnings, business, prospects or results of operations of the Company information and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of records reasonably necessary for an experienced certified public accountant to prepare audited financial statements for each of the Company Companies for the 2001, 2002 and 2003 calendar years and that portion of the Subsidiaries conform in all material respects 2004 calendar year prior to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsClosing.

Financial Statements. The consolidated financial Buyer has previously made available to Company copies of the balance sheets of Buyer as of December 31 for the fiscal years 2001 through 2004, inclusive, and the related statements of operations, changes in stockholders’ equity and comprehensive income and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 2002 through 2004, inclusive, as reported in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Buyer’s independent public accountants. The December 31, 2004 balance sheet of Buyer (including the related notes, where applicable) fairly presents the financial position of Buyer as of the date thereof, the other previously-delivered financial statements referred to in this Section 5.14 (including the related notes, where applicable) fairly present, the financial statements filed by Buyer with SEC after December 31, 2004 fairly present, and the most recent financial statements to be filed by Buyer with the SEC after the date of this Agreement will fairly present (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount), the results of the operations and financial position of Buyer for the respective fiscal periods or as of the respective dates therein set forth, other than as may be affected by such relevant items as have been disclosed in any Buyer Report (including without limitation Item 9-A of Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act on March 17, 2005, the Report of Independent Registered Public Accounting Firm by PricewaterhouseCoopers incorporated in such Annual Report on Form 10-K by reference to Buyer’s 2004 Annual Report to Shareholders, and Item 4 of Part I of Buyer’s Quarterly Report on Form 10-Q included among for the quarterly period ended March 31, 2005 filed with the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities ActExchange Act on May 10, 2005). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.

Financial Statements. The Company has previously made available to Parent copies of (a) the consolidated financial statements balance sheet of the Company and its Subsidiaries as of December 31 for the Subsidiaries together with fiscal year 2002, and the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, consolidated statements of income, changes in stockholdersshareholders’ equityequity and cash flows for the fiscal years 2001 and 2002, cash flow accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company (the “2002 Audited Financial Statements”) and results of operations (b) the consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2003, and the related consolidated statements of income, shareholders’ equity and cash flows for the nine-month period then ended (the “September 30 Unaudited Financial Statements”). The December 31, 2002 and September 30, 2003 consolidated balance sheets of the Company (including the related notes, where applicable) fairly present the consolidated financial position of the Company and its Subsidiaries at as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and such the financial statements have been to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K SEC. The books and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations records of the Company and the Subsidiariesits Subsidiaries have been, taken as a wholeand are being, whether or not arising maintained in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; accordance with GAAP and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible applicable legal and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsaccounting requirements.

Financial Statements. The Norwest has previously made available to Xxxxx Fargo copies of (i) the consolidated financial balance sheets of Norwest and its Subsidiaries as of December 31, for the fiscal years 1996 and 1997, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1995 through 1997, inclusive, as reported in the Norwest's Annual Report on Form 10-K for the fiscal year ended December 31, 0000 (xxx "Xxxxxxx 00-X") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Norwest; and (ii) the consolidated balance sheets of Norwest and its Subsidiaries as of March 31, 1998 and the most recent related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for the three months ended March 31, 1998, as reported in Norwest's Quarterly Report on Form 10-Q included among for the three months ended March 31, 1998 filed with the SEC Filings under the Exchange Act. The March 31, 1998 consolidated balance sheet of Norwest (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Norwest and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present in all material respects the financial position, income, results of the consolidated operations and changes in stockholders’ equity, cash flow ' equity and results consolidated financial position of operations Norwest and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates therein set forth, subject to normal adjustments in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (except involved, except, in each case, as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K Norwest and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents (the "COMPANY FINANCIAL STATEMENTS"), including each Company SEC Document filed after the Agreement Date until the Closing, (i) complied, as of their respective dates of filing with the SEC, as to form in all material respects with the published rules and regulations of the Company and the Subsidiaries together SEC with the related notes thereto included respect thereto, (ii) was prepared in accordance with GAAP (except in the Annual Report on Form 10-K and case of unaudited interim financial statements, as may be permitted by the most recent Quarterly Report SEC on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”or Form 8-K) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved (except as may be disclosed therein or indicated in the notes thereto), and, and (iii) fairly presented in all material respects the consolidated financial position of Company and its Subsidiaries as at the respective dates thereof and the consolidated results of Company's and its Subsidiaries' operations and cash flows for the periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material). Except as reflected in the case balance sheet of quarterly financial statementsthe Company dated September 30, as permitted by 2005 included in the Form 10-Q under filed by the Securities Act). Except as set forth Company with the SEC on November 7, 2005 (the "COMPANY BALANCE SHEET") (or described in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsnotes thereto), since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwiseLiabilities of any nature that would be required to be disclosed on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP consistently applied, except those (i) Liabilities incurred since September 30, 2005 in the ordinary course of businessbusiness consistent with past practice, consistent (ii) Liabilities under a Company Material Contract (as defined in Section 3.12 below) set forth on Schedule 3.4(b) of the Company Disclosure Letter or under a Contract entered into to amount by the Company or any of its Subsidiaries subsequent to the Agreement Date not in violation of Section 5.2(a) below, (iii) Liabilities reserved against in the Company Balance Sheet (but only to the extent of such reserve), (iv) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and nature(v) with past practices, none of Liabilities which, individually or in the aggregate, have had or could would not reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in Effect on the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCompany.

Financial Statements. TMS has filed all registration statements, forms, reports and other documents required to be filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof until the Closing) are referred to herein as the "TMS SEC Reports." The consolidated financial TMS SEC Reports, at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) an audited balance sheet of TMS as of August 31, 2003 (including the notes thereto, the "Balance Sheet"), and the related audited statements of operations, shareholders' equity and cash flows for the Company and fiscal year then ended, including in each case the Subsidiaries notes thereto, together with the related notes thereto included in report thereon of KPMG, independent certified public accountants; (c) an unaudited balance sheet of TMS as of May 31, 2004, (the Annual Report on Form 10-K "Interim Balance Sheet") and the most recent Quarterly Report on Form 10-Q included among related unaudited statements of operations, shareholders' equity and cash flows for the SEC Filings nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited statements of operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly present present, or will fairly present, the financial position, income, changes in stockholders’ equity, cash flow condition and the results of operations operations, shareholders' equity and cash flows of the Company and the Subsidiaries TMS as at the respective dates of and for the respective periods referred to which they apply, and in such financial statements, all in accordance with GAAP. Additionally, TMS has provided the Buyer with unaudited statements of operations, shareholders' equity and cash flows, updated monthly and prepared in accordance with GAAP except that such statements have been prepared not included any notes which may be required by GAAP. The financial statements referred to in conformity with generally accepted this Section 4.7 reflect and will reflect the consistent application of such accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (involved, except as may be disclosed therein or in the notes theretoto such financial statements, and, subject to normal year-end adjustments in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the unaudited financial statements which were not or are not expected to be material in amount. Since the respective dates of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among of such financial statements and related information documents provided by TMS to Buyer, until the SEC FilingsClosing Balance Sheet Date, since the date operation of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries Business by TMS has incurred any liabilities, contingent or otherwise, except those incurred been conducted in the ordinary course of business, and consistent (as to amount and nature) with past practices, none of which, individually or practices and there has not been any Material Adverse Effect in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the financial condition, financial assets, liabilities, revenues, expenses or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsBusiness.

Financial Statements. The Company has previously made available to Parent copies of (a) the consolidated financial statements balance sheets of the Company and the its Subsidiaries together with as of December 31, 1999 and December 31, 2000, (b) the related notes thereto included consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1998 through 2000, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of the Company's independent public accountants, and (c) the most recent unaudited consolidated balance sheets of the Company at March 31, 2000 and March 31, 2001 and related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three month periods then ended to be included in the Company's Quarterly Report on Form 10-Q included among for the SEC Filings fiscal quarter ended March 31, 2001. The financial statements referred to in the preceding sentence (including the related notes, where applicable) fairly present in all material respects the consolidated financial position, income, changes in stockholders’ equity, cash flow and results of operations position of the Company and its consolidated Subsidiaries for the Subsidiaries at respective fiscal periods or as of the respective dates therein set forth, and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (including the related notes, where applicable) will fairly present in all material respects (including the related notes, where applicable) (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods to which they applyor as of the respective dates therein set forth; each of such statements (including the related notes, and such financial statements have been prepared in conformity with generally accepted accounting principles where applicable) comply (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly the financial statements filed after the date of this Agreement, will comply) in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared (and, in the case of the financial statements filed after the date of this Agreement, will be prepared) in all material respects in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under promulgated by the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSEC.

Financial Statements. The There has been furnished to the Administrative Agent and each of the Banks (a) a consolidated financial statements balance sheet of the Company as at December 31, 2013, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries together with as at June 30, 2014, and interim condensed consolidated statements of income and of cash flow of the related notes thereto included Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Annual Report on Form 10-K and the most recent Company’s Quarterly Report Reports on Form 10-Q included among the SEC Filings fairly present for such fiscal quarters. With respect to the financial positionstatement prepared in accordance with clause (a) above, income, changes such balance sheet and statement of income have been prepared in stockholders’ equity, cash flow accordance with GAAP and present fairly in all material respects the financial position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company and the Consolidated Subsidiaries at the respective dates and for the respective fiscal periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andthen ended; or, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of referred to in clause (b), have been prepared in a manner consistent with the Company set forth accounting practices and policies employed with respect to the audited financial statements reported in the Annual Report on Company’s most recent Form 10-K filed with the Securities and the most recent Quarterly Report on Form Exchange Commission and prepared in accordance with Rule 10-Q included among the SEC Filings, since the date 01 of Regulation S-X of the latest financial statements included in Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and for the Subsidiariesperiods covered thereby, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (ivB) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each financial position of the Company at the date thereof, and (C) the cash flows of the Company for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Company or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the Company that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP and the Subsidiaries conform in all material respects to rules and regulations of the descriptions thereof contained in the Annual Report on Form 10-K Securities and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsExchange Commission, and (bb) were not so disclosed.

Financial Statements. The consolidated historical financial statements of (i) the Company and the Subsidiaries together with Guarantor and (ii) TFCF Corporation (formerly known as Twenty-First Century Fox, Inc. (“21CF”)), an indirect subsidiary of the related notes thereto Company, included or incorporated by reference in the Annual Report on Form 10-K and Registration Statement, the most recent Quarterly Report on Form 10-Q included among Time of Sale Information or the SEC Filings fairly Prospectus present fairly, in all material respects, the consolidated financial position, income, changes in stockholders’ equity, cash flow position and results of operations of (i) the Company and the Subsidiaries Guarantor and their respective subsidiaries and (ii) 21CF and its subsidiaries, as applicable, at the respective dates and for the respective periods to which they apply, and ; such historical financial statements have been prepared in conformity accordance with U.S. generally accepted accounting principles (“GAAP”) and the Rules and Regulationsconsistently applied, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; the selected financial data and the summary historical financial information of the Company and the Guarantor included in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company set forth and the Guarantor incorporated by reference in the Annual Report on Form 10-K Registration Statement, the Time of Sale Information and the most recent Quarterly Report Prospectus; the unaudited pro forma financial statements, together with the related notes and any supporting schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, fairly present the information shown therein and have been compiled on Form 10-Q included among a basis substantially consistent with the SEC Filings, since the date of the latest audited financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: of (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether Guarantor and (ii) 21CF included or not arising incorporated by reference in the ordinary course Registration Statement, the Time of business; (iii) neither Sale Information and the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of businessProspectus; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblesuch unaudited pro forma financial statements have been prepared, and the businesses of each pro forma adjustments set forth therein have been applied, in accordance with the applicable accounting requirements of the Company Securities Act (including, without limitation, Regulations S-X promulgated by the Commission), and such pro forma adjustments have been properly applied to the historical amounts in the compilation of such statements. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Information and the Subsidiaries conform Prospectus fairly presents the information called for in all material respects to and has been prepared in accordance with the descriptions thereof contained in the Annual Report on Form 10-K Commission’s rules and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsguidelines applicable thereto.

Financial Statements. The consolidated financial statements of the Company and the Subsidiaries together with the related notes thereto included in the (a) Merchants' Annual Report Reports on Form 10-K filed with the SEC under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and available on the SEC's XXXXX system set forth the consolidated statements of condition of Merchants as of December 31, 1999, 1998 and 1997, and the most recent related consolidated statements of income, stockholders' equity and cash flows for the periods ended December 31 in each of the three years 1997 through 1999, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Merchants, and Merchants' Quarterly Report Reports on Form 10-Q included among filed with the SEC Filings fairly present under the financial position1934 Act and available on the SEC's XXXXX system set forth the unaudited consolidated statements of condition of Merchants as of June 30, 2000 and related unaudited consolidated statements of income, changes in stockholders’ equity, ' equity and cash flow and results of operations of the Company and the Subsidiaries at the respective dates and flows for the respective periods to which they applysix months then ended (collectively, and such financial statements the "Merchants Financial Statements"). The Merchants Financial Statements (including the related notes) have been prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (except involved, and fairly present the consolidated financial condition of Merchants as may be disclosed therein or in of the notes thereto, and, in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as respective dates set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangibletherein, and the businesses related consolidated statements of each income, stockholders' equity and cash flows fairly present the results of the Company consolidated operations, stockholders' equity and cash flows of Merchants for the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsrespective periods set forth therein.

Financial Statements. The Sellers have delivered to Buyer: (a) audited consolidated financial balance sheets of the Acquired Companies as of December 31 in each of the years 1997 through 1998, and the related audited consolidated statements of the Company and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ ' equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Xxxxxxx, Xxxxxx & McNanamee, PA, independent certified public accountants and (b) an audited consolidated balance sheet of the Acquired Companies as of June 30, 1999 (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, Debt and cash flow for the fiscal year then ended, together with the report thereon of Xxxxxxx, Xxxxxx & XxXxxxx, PA, independent certified public accountants. Such financial statements and notes fairly present the financial condition and the results of operations operations, changes in stockholders' equity, Debt and cash flow of the Company and the Subsidiaries Acquired Companies as at the respective dates of and for the respective periods referred to which they apply, and in such financial statements have been prepared statements, all in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly interim financial statements, as permitted by Form 10to normal recurring year-Q under end adjustments (the Securities Act). Except as set forth in the financial statements effect of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of whichwhich will not, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; materially adverse) and the absence of notes (ii) there has been no material adverse change or development involving a prospective material change that, if presented, would not differ materially from those included in the conditionBalance Sheet); the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved, financial or otherwise, or except as disclosed in the earnings, business, prospects or results notes to such financial statements. No financial statements of operations any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsCompany.

Financial Statements. The Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the “Parent Financials”), including each Parent SEC Report filed after the date hereof until the Closing: (i) complied as to form in all material respects with the published rules and regulations of the Company and the Subsidiaries together SEC with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionrespect thereto, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been (ii) was prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently GAAP applied on a consistent basis throughout the periods involved (except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly unaudited interim financial statements, as may be permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report SEC on Form 10-Q, 8-K or any successor form under the Exchange Act), and (iii) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the most recent Quarterly Report on Form 10-Q included among consolidated results of Parent’s operations and cash flows for the periods indicated. The balance sheet of Parent contained in the Parent SEC FilingsReports as of February 28, 2003 is hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in the Parent Financials, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) Parent Balance Sheet, neither the Company Parent nor any of its Subsidiaries has incurred any liabilitiesliabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the consolidated financial statement prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Parent and its Subsidiaries taken as a whole, except those liabilities incurred in the ordinary course of business, consistent (as to amount and nature) with past practicespractice, none of which, individually or and liabilities incurred in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company connection with this Agreement and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingstransactions contemplated hereby.

Financial Statements. (a) The audited consolidated financial statements balance sheet of the Company Borrower and the its Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and for the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial positionFiscal Year ended, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the respective dates and for the respective periods to which they apply, and such financial statements have been notes thereto (i) were prepared in conformity accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout the periods involved (period covered thereby, except as may be disclosed otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the notes theretoperiod covered thereby, andexcept as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of quarterly clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date of such financial statements, including material liabilities for taxes, material commitments and Indebtedness. (c) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable by the Borrower at the time made and at the time so furnished (it being understood and agreed that forecasts are not to be viewed as permitted by Form 10-Q under facts and that actual results during the Securities Actperiod or periods covered thereby may differ from the forecasted results and such differences may be material). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangible, and the businesses of each of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings.Section 6.8

Financial Statements. The Xxxxx Fargo has previously made available to Norwest copies (i) of the consolidated financial balance sheets of Xxxxx Fargo and its Subsidiaries as of December 31, for the fiscal years 1996 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1995 through 1997, inclusive, as reported in the Xxxxx Fargo's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act (the "Xxxxx Fargo 10-K"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Xxxxx Fargo; and (ii) the consolidated balance sheets of Xxxxx Fargo and its Subsidiaries as of March 31, 1998 and the most recent related consolidated statements of income, changes in stockholders' equity and cash flows for the three months ended March 31, 1998, as reported in Xxxxx Fargo's Quarterly Report on Form 10-Q included among for the three months ended March 31, 1998 filed with the SEC Filings under the Exchange Act. The March 31, 1998 consolidated balance sheet of Xxxxx Fargo (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Xxxxx Fargo and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the financial position, income, results of the consolidated operations and changes in stockholders’ equity, cash flow ' equity and results consolidated financial position of operations Xxxxx Fargo and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates therein set forth, subject to normal year-end audit adjustments in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and for with the respective periods to which they applypublished rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, and such financial statements have where applicable) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (involved, except in each case as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K Xxxxx Fargo and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The Newcourt has previously made available to CIT copies of (a) the consolidated financial balance sheets of Newcourt and the Newcourt Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income and retained earnings and cash flows for the Company fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt and (b) the unaudited consolidated balance sheets of Newcourt and the Newcourt Subsidiaries together as of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of income and retained earnings and cash flows for the three month and six month periods then ended, respectively, each of which has been reviewed by Ernst & Young in accordance with the procedures specified by the Canadian Institute of Chartered Accountants for a review of interim financial information as described in Section 7100 of the Handbook of the Canadian Institute of Chartered Accountants. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings notes, fairly present the consolidated financial positionposition of Newcourt and the Newcourt Subsidiaries as of the dates thereof, incomeand the other financial statements referred to in this Section 4.6 (including the related notes, changes where applicable) fairly present, and the financial statements to be filed with the OSC after the date hereof will fairly present (subject, in stockholders’ equitythe case of unaudited interim statements, cash flow to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company Newcourt and the Newcourt Subsidiaries at for the respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) complies, and the financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in accordance with Canadian GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited interim statements, as permitted by the rules and regulations of the OSC. Except (A) as reflected in such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, and, (B) for liabilities incurred in connection with this Agreement or the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K transactions contemplated hereby and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (iC) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent for liabilities or otherwise, except those obligations incurred in the ordinary course of business, consistent (neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as to amount and nature) with past practicesof the date of this Agreement, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations Effect on Newcourt as of the Company date of this Agreement. The books and records of Newcourt and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangibleSignificant Newcourt Subsidiaries have been, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with Canadian GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements.

Financial Statements. The BANC ONE has previously made available to FCN copies of the consolidated financial balance sheets of BANC ONE and its Subsidiaries as of December 31, for the fiscal years 1996 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1995 through 1997, inclusive, as reported in the BANC ONE's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 filed with the SEC under the Exchange Act (the "BANC ONE 10-K"), in each case accompanied by the audit report of Coopers & Lybrand L.L.P., independent public accountants with respect to BANX XXX. The December 31, 1997 consolidated balance sheet of BANC ONE (including the related notes) fairly presents the consolidated financial position of BANC ONE and its Subsidiaries as of the date thereof, and the most recent Quarterly Report on Form 10-Q included among other financial statements referred to in this Section 5.6 (including the SEC Filings related notes) fairly present the financial position, income, results of the consolidated operations and changes in stockholders’ equity, cash flow ' equity and results consolidated financial position of operations BANC ONE and its Subsidiaries for the respective fiscal periods or as of the Company and the Subsidiaries at the respective dates therein set forth; each of such statements (including the related notes) comply in all material respects with applicable accounting requirements and for with the respective periods to which they apply, published rules and regulations of the SEC with respect thereto; and each of such financial statements have (including the related notes) has been prepared in conformity all material respects in accordance with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, GAAP consistently applied throughout during the periods involved (involved, except in each case as may be disclosed therein indicated in such statements or in the notes thereto, and, in the case . The books and records of quarterly financial statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements of the Company set forth in the Annual Report on Form 10-K BANC ONE and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on the December 31, 1997 consolidated balance sheet of BANC ONE is adequate in all material respects under the requirements of GAAP to the descriptions thereof contained in the Annual Report provide for possible losses, net of recoveries relating to loans previously charged off, on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsloans outstanding (including, without limitation, accrued interest receivable) as of December 31, 1997.

Financial Statements. The FFY has previously delivered to First Place -------------------- copies of (a) the consolidated financial balance sheets of FFY and its Subsidiaries as of June 30 for the fiscal years 1998 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 1997 through 1999, inclusive, as reported in the FFY's Annual Report on Form 10-K for the fiscal year ended June 30, 1999 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to FFY, and (b) the unaudited consolidated balance sheets of FFY and its Subsidiaries as of March 31, 2000 and March 31, 1999 and the most recent related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three and nine month periods then ended as reported in FFY's Quarterly Report on Form 10-Q included among for the period ended March 31, 2000 filed with the SEC Filings under the Exchange Act. The June 30, 1999 consolidated balance sheet of FFY (including the related notes, where applicable) fairly presents the consolidated financial position of FFY and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the financial positioncase of the unaudited statements, incometo recurring audit adjustments normal in nature and amount and the absence of footnotes), changes in stockholders’ equity, cash flow and the results of the consolidated operations and consolidated financial position of FFY and its Subsidiaries for the Company and the Subsidiaries at respective fiscal periods or as of the respective dates and for therein set forth; each of such statements (including the respective periods to which they applyrelated notes, where applicable) comply, and such the financial statements have been referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.9 hereof will be, prepared in conformity accordance with generally accepted accounting principles (“"GAAP”") and the Rules and Regulations, consistently applied throughout during the periods involved (involved, except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly financial unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K FFY and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The Each of the consolidated financial statements (including, in each case, any accompanying notes thereto) contained in the Company SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, August 25, 2006 (the “Company Financials”): (i) complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the Company SEC with respect thereto, (ii) was prepared, and the Subsidiaries together with the related notes thereto included in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings fairly present the financial position, income, changes in stockholders’ equity, cash flow and results case of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such consolidated financial statements have been prepared to be contained in conformity Company SEC Reports filed after the date hereof, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied on a consistent basis throughout the periods involved covered (except as may be disclosed therein or indicated in the notes thereto, andthereto or, in the case of quarterly unaudited interim financial statements, as may be permitted by Form 10the rules of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-Q under the Securities Act). Except as set forth end adjustments) and (iii) fairly presented, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of the Company set forth and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated (subject, in the Annual Report on Form 10case of unaudited quarterly statements, to normal year-K and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date end audit adjustments). The consolidated balance sheet of the latest financial statements included Company and its subsidiaries as of March 2, 2007, contained in the most recent Quarterly Report on Form 10-Q included among Company SEC Reports is hereinafter referred to as the SEC Filings: (i) “Company Balance Sheet.” Except as reflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has incurred any liabilitiesliabilities (absolute, accrued, contingent or otherwise), except those for (i) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business, business consistent (as to amount and nature) with past practicespractice, none (ii) liabilities incurred in connection with or expressly permitted by the terms of whichthis Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or in the aggregatetogether with other liabilities, have not had or could and would not reasonably be expected to have a Material Adverse Effect; (ii) there Effect on the Company. The Company has been no not had any disagreement with KPMG LLP, its independent public accountants, regarding material adverse change accounting matters or development involving a prospective material change in policies during any of its past three full fiscal years or during the condition, financial or otherwise, or in the earnings, business, prospects or results of operations current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither Company Financials are consistent with such books and records. Neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debtSubsidiaries is a party to, the propertynor has any commitment to become a party to, both tangible and intangible, and the businesses any “off-balance sheet arrangements” (as defined in Item 303(a) of each Regulation S-K of the Company and the Subsidiaries conform in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K and the most recent Quarterly Report on Form 10-Q included among the SEC FilingsSEC).

Financial Statements. The Pamrapo has previously delivered to BCB copies of the consolidated financial balance sheets of Pamrapo and its Subsidiaries as of December 31 for the fiscal years 2008 and 2007, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the Company and the Subsidiaries together with the related notes thereto included fiscal years 2006 through 2008, inclusive, as reported in the Pamrapo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent registered public accountants with respect to Pamrapo, (collectively the “Pamrapo Financial Statements”). The December 31, 2008 consolidated balance sheet of Pamrapo (including the related notes, where applicable) fairly presents the consolidated financial position of Pamrapo and its Subsidiaries as of the date thereof, and the most recent Quarterly Report on Form 10-Q included among other financial statements referred to in this Section 3.6 (including the SEC Filings related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present the financial position, income, changes in stockholders’ equity, cash flow and results of operations of the Company and the Subsidiaries at the respective dates and for the respective periods to which they apply, and such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) and the Rules and Regulations, consistently applied throughout the periods involved (except as may be disclosed therein or in the notes thereto, andsubject, in the case of quarterly the unaudited statements, to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the consolidated operations and consolidated financial position of Pamrapo and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.7 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Securities Act). Except as set forth in the financial statements Q. The books and records of the Company set forth in the Annual Report on Form 10-K Pamrapo and the most recent Quarterly Report on Form 10-Q included among the SEC Filings, since the date of the latest financial statements included in the most recent Quarterly Report on Form 10-Q included among the SEC Filings: (i) neither the Company nor any of its Subsidiaries has incurred any liabilities, contingent or otherwise, except those incurred in the ordinary course of business, consistent (as to amount and nature) with past practices, none of which, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect; (ii) there has been no material adverse change or development involving a prospective material change in the condition, financial or otherwise, or in the earnings, business, prospects or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; (iii) neither the Company nor any Subsidiary has entered into any material transaction other than in the ordinary course of business; and (iv) the Company has not declared or paid any dividend or made any other distribution on or in respect of its capital stock. The outstanding debt, the property, both tangible and intangiblebeen, and the businesses of each of the Company and the Subsidiaries conform are being, maintained in all material respects to the descriptions thereof contained in the Annual Report on Form 10-K accordance with GAAP and the most recent Quarterly Report on Form 10-Q included among the SEC Filingsany other applicable legal and accounting requirements and reflect only actual transactions.