Common use of Financial Statements Clause in Contracts

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for audited consolidated balance sheet of the Borrower and its Subsidiaries for the most-most recently ended Fiscal Quarter, copies of Year for which financial statements have been furnished delivered pursuant to each LenderSection 7.1(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates of the date thereof and the consolidated their results of operations for the operations 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 for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery as of the interim unaudited financial statements date thereof, including material liabilities for the Fiscal Quarter ended March 31taxes, 2010 as required hereundermaterial commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of for the end of the most recently ended Fiscal Year ended December 31, 2009Quarter for which financial statements have been delivered pursuant to Section 7.1(a), 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 period covered thereby, except 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 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 for such Fiscal Year, copies of which have been furnished delivered pursuant to each Lender, (iSection 7.1(d) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to good faith on the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition basis of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, assumptions were believed to be reasonable in light of current conditions and current facts known to by the Borrower at the time made and at the time so furnished (other than any necessary adjustments due it being understood and agreed that forecasts are not to fees payable in accordance herewith) and, be viewed as of facts and that actual results during the Closing Date, reflect period or periods covered thereby may differ from the Borrower’s good faith estimates of the future financial performance of the Borrower forecasted results and its Subsidiaries and of the other information projected therein for the periods set forth thereinsuch differences may be material).

Financial Statements. (a) The interim unaudited consolidated financial statements for of the Borrower Company and its Subsidiaries for the most-recently fiscal year ended Fiscal QuarterDecember 31, 2005, certified by BDO Sxxxxxx, LLP, independent public accountants, copies of which have been furnished to each the Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower Company and its Subsidiaries as at such dates date and the consolidated results of the operations of the Borrower Company and its Subsidiaries for the period ended on such datesdate, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March Generally Accepted Accounting Principles applied on a consistent basis. Since December 31, 2010 as required hereunder2005, there has been no Material Adverse Effect and there exists no event, condition, or state of facts that could reasonably be expected to result in a Material Adverse Effect. (b) The unaudited consolidated balance sheet Company has heretofore furnished to the Lender copies of the Borrower and its annual financial statements of each of the Insurance Subsidiaries as of the end of the Fiscal Year ended December 31, 20092005, 2004, 2003 and 2002, and for the related statements fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with Statutory Accounting Principles (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of income notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flows flow of the Borrower respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its Subsidiaries for such Fiscal Yearrespective Historical Statutory Statements, copies any material liabilities or obligations of which any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with Statutory Accounting Principles, would have been furnished required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each LenderInsurance Subsidiary fully and fairly disclose all of its material transactions, (i) were prepared properties, assets, investments, liabilities and obligations, are in conformity with GAAP its possession and (ii) fairly present are true, correct and complete in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim Seller has delivered to Buyer (a) an unaudited balance sheet of Seller as of September 30, 2015 (the “Seller Interim Balance Sheet,” and, such date, the “Seller Interim Balance Sheet Date”), (b) unaudited balance sheets of Seller for the two most recent fiscal years (or since inception if less than two years) and the related audited statements of operations, changes in stockholder’s equity and cash flow of Seller, together with the audit report thereon of Seller’s independent certified public accountants (the “Seller Financial Statements”) and Seller will deliver to Buyer (c) an unaudited balance sheet as of the Closing Date (the “Seller Closing Date Balance Sheet”) and the related unaudited statement of operations for the period from June 30, 2015 through the Closing Date. Such financial statements and notes thereto fairly present the financial condition and the results of operations, changes in stockholder’s equity and cash flow of Seller as at the respective dates of and for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished periods referred to each Lender, fairly present in all material respectssuch financial statements, subject in the case of interim financial statements to the absence of footnote disclosure and normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the consolidated financial condition of the Borrower and its Subsidiaries as at such dates aggregate, be materially adverse) and the consolidated results absence of notes (that, if presented, would not differ materially from those included in the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderSeller Interim Balance Sheet). (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as in Section 2.3 of the Closing Seller Disclosure Schedule, since the Seller Interim Balance Sheet Date, whether or not in the Ordinary Course of Business, there has not been, occurred or arisen: (i) any event, occurrence, development or state of circumstances or facts that would, individually or in the aggregate, have a material adverse effect on the Business; (ii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of Seller Capital Stock, or any repurchase, redemption or other acquisition by Seller of any outstanding shares of capital stock or other securities of, or other ownership interests in, Seller; (iii) any incurrence, assumption or guarantee by Seller of any indebtedness for borrowed money; (iv) any creation or other incurrence by Seller of any Encumbrance on any material obligationasset; (v) any making of any material loan, contingent liability advance or liability for taxescapital contribution to or investment in any Person; (vi) any damage, longdestruction or other casualty loss (whether or not covered by insurance) affecting the Business; (vii) any transaction or commitment made, or any Contract entered into by Seller, involving the acquisition or disposition of any material asset of Seller; (viii) (i) any grant of any severance or termination pay to any current or former independent contractor, employee, officer or director of Seller, (ii) any increase in benefits payable under any existing severance or termination pay policies or employment Contract to which Seller is party, (iii) the entering into of any employment, deferred compensation or other similar Contract (or any amendment to any such existing Contract) by Seller with any current or former independent contractor, director, officer or employee of Seller, (iv) the establishment, adoption or material amendment (except as required by applicable Law or Legal Requirement) by Seller of any collective bargaining, bonus, profit-term leases sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Seller or (v) any increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller; (ix) amendment to the Organizational Documents of Seller; (x) payment or increase by Seller of any bonus, salary or other compensation to any independent contractor, stockholder, director, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance or similar Contract with any director, officer or employee; or (xi) sale (other than operating leases) or unusual forward or long-term commitment that is not reflected sales of inventory in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementOrdinary Course of Business), lease or other disposition of any asset or property of Seller or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Seller, including the sale, lease or other disposition of any Intellectual Property. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements Prior to the execution of this Agreement, Stewardship has made available to Columbia complete and accurate copies of (i) Stewardship’s Annual Reports on Form 10-K for the Borrower years ended December 31, 2018, 2017 and its Subsidiaries 2016 as amended, as filed under the Exchange Act with the SEC, (ii) all Stewardship proxy statements and annual reports to shareholders used in connection with meetings of Stewardship shareholders held since January 1, 2015, and (iii) Stewardship’s Quarterly Report on Form 10-Q for the most-recently quarter ended Fiscal QuarterMarch 31, copies 2019 (collectively, the “Stewardship Exchange Act Reports”), as filed under the Exchange Act with the SEC. As of their respective dates, the Stewardship Exchange Act Reports (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which have been furnished they were made, not misleading and (y) complied as to each Lender, fairly present form in all material respectsrespects with the applicable Laws of the SEC. Since January 1, subject 2015, Stewardship has filed all reports that it was required to file with the SEC pursuant to the absence Exchange Act. (b) Stewardship has made available to Columbia copies of footnote disclosure its audited consolidated balance sheets as of December 31, 2016, 2017, and normal recurring year-end audit adjustments2018 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended (collectively, together with any notes thereto, the “Stewardship Financial Statements”). The consolidated balance sheet of Stewardship as of December 31, 2018 is referred to as the “Latest Stewardship Balance Sheet,” and the related statement of income, shareholders’ equity and cash flows for the year ended December 31, 2018 are herein referred to as the “Related Stewardship Statements.” Stewardship Financial Statements are based upon the books and records of the Stewardship Entities, and have been prepared in accordance with GAAP. The Stewardship Financial Statements fairly present the consolidated financial condition position of Stewardship as of the Borrower and its Subsidiaries as at such dates thereof and the consolidated results of the operations of the Borrower operations, changes in shareholders’ equity and its Subsidiaries cash flows for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderperiods then ended. (bc) The unaudited consolidated balance sheet Stewardship has made available to Columbia copies of the Borrower and its Subsidiaries balance sheets of Stewardship Bank as of the end of the Fiscal Year ended December 31, 20092016, 2017 and 2018 and the related statements of income operations, changes in shareholders’ equity and cash flows of for the Borrower and its Subsidiaries for such Fiscal Yearyears then ended (collectively, copies of which together with any notes thereto, the “Stewardship Bank Financial Statements”). The Stewardship Bank Financial Statements have been furnished to each Lender, (i) were prepared in conformity accordance with GAAP and (ii) GAAP. The Stewardship Bank Financial Statements fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any position of its Subsidiaries has, Stewardship Bank as of the Closing Datedates thereof and the results of operations, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected changes in the financial statements referred to in clause (b) above shareholder’s equity and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein cash flows for the periods set forth thereinthen ended.

Financial Statements. The (a) The interim unaudited financial statements for the consolidated balance sheets of Borrower and its Subsidiaries for the most-recently Fiscal Year ended August 31, 2022 and (b) consolidated balance sheets of Borrower and its Subsidiaries for the Fiscal QuarterQuarter ended February 28, 2023, and in each case, and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and with respect to clause (a) above, the accompanying footnotes, together with the unqualified opinion thereon, dated August 31, 2022 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to each Lenderthe Administrative Agent and the Lenders, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the consolidated operations of the Borrower and its Subsidiaries for the period ended on periods covered by such datesstatements, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March GAAP consistently applied. Since August 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of 2022, there has been no material adverse change in the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31financial condition, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04operations, neither the business or prospects of Borrower nor or any of its Subsidiaries has, as Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is but are not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2022. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the Lenders in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information projected therein for information, exhibits and reports furnished to the periods set forth thereinAdministrative Agent and/or the Lenders.

Financial Statements. (a) The interim Financial Statements Schedule attached hereto consists of: (i) the Company’s unaudited consolidated balance sheet as of December 31, 2009 (the “Latest Balance Sheet”) and the related statement of income for the nine-month period then ended (together with the Latest Balance Sheet, the “Unaudited Financial Statements”) and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flows as of and for the fiscal year ended March 31, 2009 (such financial statements for referred to in this clause (ii) the Borrower “Audited Financial Statements” and together with the Unaudited Financial Statements, the “Financial Statements”). Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared from the Company’s and its Subsidiaries’ books and records and present fairly in all material respects the respective financial condition and results of operations (and, in the case of the audited consolidated financial statements, the cash flows) of the Company and its Subsidiaries (taken as a whole) as of the respective dates and for the most-recently ended Fiscal Quarterrespective periods referred to therein in accordance with GAAP, copies consistently applied (subject in the case of which have been furnished the unaudited consolidated financial statements to each Lender, fairly present in all material respects, subject to (x) the absence of footnote disclosure disclosures and other presentation items and (y) changes resulting from normal recurring year-end audit adjustments, the none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial condition of the Borrower statements, including as to magnitude and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderscope). (b) The unaudited Company and its Subsidiaries have no Liabilities, except (i) Liabilities set forth on the Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, (iii) Liabilities not required by GAAP to be reflected on the face of a consolidated balance sheet of the Borrower Company and its Subsidiaries, (iv) Liabilities arising under the executory portion of any contract (but not Liabilities that result from, arise out of or are attributable to, any breach of such contract) and (v) Liabilities specifically disclosed in the disclosure schedules attached to this Agreement. (c) The Accounts Receivable of the Company and its Subsidiaries as set forth on the Latest Balance Sheet and arising subsequent to the date of the end of Latest Balance Sheet represent sales made by the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Yearin the ordinary course of business pursuant to bona fide transactions involving goods delivered or services rendered by the Company or its Subsidiaries. The Accounts Receivable, copies of which have been furnished and reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to each Lender, (i) were prepared in conformity with GAAP the absence of footnote disclosures and other presentation items and (ii) fairly present changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). Except as set forth on the attached Accounts Receivable Schedule, to the Company’s Knowledge, any material amounts due, or to become due, in all material respectsrespect of such Accounts Receivable are not in dispute and there are no setoffs or counterclaims asserted, except to the extent provision has been made therefor in the Latest Balance Sheet or the Closing Statement. (d) The February 2010 backlog report previously provided to Buyer was compiled and prepared using a method and approach substantially consistent with that used in the compilation and preparation of the December 2009 backlog report previously provided to Buyer and, to the Company’s knowledge, as of the date of this Agreement, there are no known project cancellations or significant delays with respect to the top 10 projects by dollar amount set forth in the February 2010 backlog report. (e) All inventory of the Company and its Subsidiaries (“Inventory”) is located on the Owned Real Property, the Leased Real Property or at various project or worksite locations or warehouse spaces rented by the Company (or in transit from or to any of the foregoing), the warehouse locations of which are set forth on the Other Locations Schedule. The Inventory, and the reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosure disclosures and other presentation items and (ii) changes resulting from normal recurring year-end audit adjustments, the consolidated financial condition none of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis which disclosures or changes are material, or, if material, are substantially consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the audited consolidated financial statements, including as to magnitude and scope). (cf) Except as set forth on Schedule 5.04the Indebtedness Schedule, neither the Borrower Company nor any of its Subsidiaries has, has any Indebtedness outstanding as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreementdate hereof. (dg) The Projections have Bonding Arrangements Schedule sets forth as of February 28, 2010 (i) all Bonding Arrangements of the Company or any Subsidiary thereof, (ii) the respective Company or Subsidiary thereof on account of which such Bond Arrangement was entered into or issued, (iii) the respective beneficiaries for which they were entered into or issued, (iv) the respective dates they were entered into or issued and if applicable, the expiration dates thereof, (v) the respective coverage amounts thereof, and (vi) whether any cash collateral, letter of credit or other security arrangement or guaranty has been prepared granted by the Borrower taking into consideration past operations Company, any of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (Subsidiaries or any other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinPerson with respect thereto.

Financial Statements. The Borrower has furnished to each of the Banks: (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries and of the Guarantor as of the end Balance Sheet Date and their related consolidated statements of income, changes in stockholder equity and cash flows for the fiscal year then ended, certified by an Authorized Officer of the Fiscal Year ended December 31, 2009, Borrower and the related statements Guarantor, as applicable, (b) a pro forma consolidated balance sheet and a pro forma consolidated statement of income and cash flows of the Borrower and its Subsidiaries and of the Guarantor for such Fiscal Yeareach of the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by an Authorized Officer of the Borrower and the Guarantor, copies of which as applicable, to have been furnished to each Lender, (i) were prepared in conformity accordance with GAAP generally accepted accounting principles consistent with those used in the preparation of the annual statements delivered pursuant to subsection (a) above and (ii) to fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries and the Guarantor as at the date indicated close of business on the dates thereof and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years fiscal quarters then ended (except for changes with which the Borrower’s Accountants shall concur subject to year-end adjustments), and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither an unaudited consolidated statement of Net Operating Income for the Borrower nor any of and its Subsidiaries hasand the Guarantor and an unaudited statement of Net Operating Income for each parcel of Real Estate for the fiscal year ended December 31, 1996, satisfactory in form to the Majority Banks and certified by an Authorized Officer of the Borrower and the Guarantor, as applicable, as fairly presenting the operating income for such parcels for such periods. Such balance sheet and statements of the Closing Dateincome, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above stockholder's equity and not otherwise permitted by this Agreement. (d) The Projections cash flows have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of with generally accepted accounting principles and fairly present the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance condition of the Borrower and its Subsidiaries and the Guarantor as of such dates and the results of the other information projected therein operations of the Borrower and its Subsidiaries and the Guarantor for such periods. There are no liabilities, contingent or otherwise, of the periods set forth thereinBorrower or any of its Subsidiaries or the Guarantor involving material amounts not disclosed in said financial statements and the related notes thereto.

Financial Statements. Keep, and cause each of its Subsidiaries to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and cause to be prepared and furnished to Agent and each Lender, the following, all to be prepared in accordance with GAAP applied on a consistent basis, unless Borrower's certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (ai) The interim unaudited not later than 90 days after the close of each fiscal year of Borrower, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs and except for, in the case of the financial statements for the Borrower and its Subsidiaries for the most-recently ended 2001 Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsYear only, the consolidated qualifications contained in such financial condition of statements, as filed by Borrower with the Borrower Securities and its Subsidiaries as at such dates and Exchange Commission in connection with the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(aPermitted Note Exchange Offer) shall not apply until the time for the delivery of the interim unaudited audited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the Fiscal Year ended December 31end of each month hereafter, 2009including the last month of Borrower's fiscal year, and the related unaudited interim financial statements of income Borrower and cash flows its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Borrower and its Subsidiaries for such Fiscal Year, copies month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of which have been furnished financial statements pursuant to each Lender, paragraphs (i) were prepared in conformity with GAAP and (ii) (but solely for financial statements delivered as of the end of a fiscal quarter) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly present presents in all material respects, subject to respects the absence results of footnote disclosure operation and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated dates and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements).periods indicated; (civ) Except promptly after the sending or filing thereof, as set forth on Schedule 5.04the case may be, neither the copies of any proxy statements, financial statements or reports which Borrower nor has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which, Borrower or any of its Subsidiaries hasfiles with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, as of the Closing Date, or any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement.national securities exchange; (dv) The Projections have been prepared by upon request of Agent, copies of any annual report to be filed in accordance with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Borrower taking into consideration past operations Collateral or Borrower's or any of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all Subsidiaries' financial condition or results of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinoperations.

Financial Statements. (a) The interim unaudited audited consolidated financial statements for the Borrower of ASB Bancorp and its Subsidiaries for the mostfiscal years ended December 31, 2004, 2003 and 2002, and the unaudited financial statements of ASB Bancorp for the three-recently month period ended Fiscal QuarterDecember 31, 2004 (collectively, the "ASB Bancorp Financial Statements"), including consolidated statements of condition, statements of earnings, changes in shareholders' equity and cash flows and related notes, copies of which have been furnished previously provided to each LenderBancorpSouth, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower ASB Bancorp and its Subsidiaries as of the end respective dates thereof, and fairly present (subject, in the case of the Fiscal Year ended December 31unaudited statements, 2009, to recurring audit adjustments normal in nature and amount) the related statements of income and cash flows results of the Borrower consolidated operations and consolidated financial position of ASB Bancorp and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Fiscal YearASB Bancorp Financial Statements (including the related notes, copies of which have where applicable) has been furnished to each Lender, (i) were prepared in conformity accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The books and records of ASB Bancorp and its Subsidiaries have been, and are being, maintained in accordance with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure any other applicable legal and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)accounting requirements. (cb) Except as set forth on Schedule 5.04, neither the Borrower Neither ASB Bancorp nor any of its Subsidiaries has, as (or any of the Closing Date, its or their assets) are subject to any material obligation, contingent liability or liability for taxesobligation whatsoever, long-term leases (other than operating leases) whether absolute, accrued, contingent, known, unknown, matured or unusual forward or long-term commitment unmatured, that is not reflected and adequately reserved against in the financial statements referred to most recent balance sheet included in clause (b) above and not otherwise permitted by this Agreementthe ASB Bancorp Financial Statements. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited Company has prepared a consolidated balance sheet of the Borrower Company and its the Subsidiaries as of the end of the Fiscal Year ended December 31fiscal year ending in 1997, 2009, (the "Reviewed Balance Sheet") and the related consolidated statement of income, ---------------------- shareholders' equity and cash flows of the Company and the Subsidiaries for such fiscal year (the Balance Sheet and such consolidated statement of income, shareholders' equity and cash flows are hereinafter referred to collectively as the "Reviewed Statement"), in each case, reviewed by Xxxxxx Xxxxxxxx in ------------------ accordance with generally accepted auditing standards and accompanied by the related report of Xxxxxx Xxxxxxxx. A true and complete copy of each of the Reviewed Statement has been delivered to Pubco and is attached as an exhibit to, and constitute an integral part of, the Company Disclosure Schedule. The Company has also prepared unaudited consolidated balance sheets of the Company and the Subsidiaries as of the last day of each month ending after January 1, 1998 (including the unaudited consolidated balance sheets to be furnished to Pubco pursuant to Section 6.07, the "Unaudited Balance Sheets") and the ------------------------ unaudited consolidated statements of income and cash flows of the Borrower Company and its the Subsidiaries for the one-month periods then ended (the Unaudited Balance Sheets and such Fiscal Yearstatements of income and cash flows, copies including the unaudited consolidated statements of which have been income and cash flows to be furnished to each LenderPubco pursuant to Section 6.07, are hereinafter referred to collectively as the "Unaudited Statements" and, together with the Reviewed Statements, as the --------------------- "Financial Statements"). --------------------- (b) The Financial Statements, including, without limitation, the notes thereto, (i) were prepared in conformity with GAAP are complete and (ii) fairly present correct in all material respects, subject to (ii) have been prepared in accordance with the absence books and records of footnote disclosure the Company and normal recurring year-end audit adjustmentsthe Subsidiaries, and (iii) present fairly the consolidated financial condition position of the Borrower and its Subsidiaries as at the date indicated Company and the Subsidiaries and their consolidated results of their operations and cash flow flows as of and for the period indicated respective dates and time periods in conformity accordance with GAAP applied on a basis consistent with prior years (accounting periods, except for changes with which the Borrower’s Accountants shall concur as noted thereon and that shall have been disclosed subject to, in the notes case of the Unaudited Statements, normal and recurring year-end adjustments which were not or are not expected to be material in amount. All changes in accounting methods (for financial accounting purposes) made, agreed to, requested or required with respect to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor Company or any of its the Subsidiaries hassince August 31, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not 1998 are reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementFinancial Statements. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. Borrower will furnish to Lender or cause to be furnished to Lender: (a) The interim unaudited financial statements for within 90 days after the Borrower and end of each fiscal year of Borrower, its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited audited consolidated balance sheet and related statements of the Borrower operations, partners’ capital and its Subsidiaries cash flows as of the end of and for such year, all reported on by independent public accountants acceptable to Lender (without a “going concern” or like qualification or exception and without any qualification or exception as to the Fiscal Year ended December 31scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of Borrower, 2009, its consolidated balance sheet and the related statements of income operations, partners’ capital and cash flows as of the end of and for the then elapsed portion of the fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared on a consolidated basis in conformity accordance with GAAP and (ii) fairly present in all material respectsconsistently applied, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated adjustments and the consolidated results absence of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements).footnotes; (c) Except as set forth on Schedule 5.04concurrently with any delivery of financial statements under clause (a) or (b) above, neither a certificate of a Responsible Officer of Borrower (x) certifying, in the Borrower nor any case of its Subsidiaries hasthe financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (y) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (z) stating whether any change in GAAP or in the application thereof has occurred since the date of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the audited financial statements referred to in clause (bi) above and not otherwise permitted by this Agreement.and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; and (d) The Projections have been prepared by such additional information regarding the Borrower taking into consideration past operations of its business, and reflect projections for financial or corporate affairs of Borrower, or compliance with the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all terms of which the Borrower believesMargin Loan Documentation, as of the Closing Date, Lender may from time to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereintime reasonably request.

Financial Statements. (a) The interim unaudited combined balance sheets and the corresponding unaudited combined statements of operations as at and for the fiscal years ended December 31, 2019 and December 31, 2020 of the Spinco Business, as set forth in Section 6.5(a) of the Spinco Disclosure Letter (the “Spinco Financial Statements”), were prepared in good faith and derived from the financial data inputs into the audited financial statements of Remainco for the Borrower fiscal years ended December 31, 2019 and its Subsidiaries for the most-recently ended Fiscal QuarterDecember 31, copies of 2020, which have been furnished to each Lender, fairly present were prepared in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet Spinco Financial Statements fairly present in all material respects the financial position of the Borrower Spinco Business and the results of its Subsidiaries operations, taken as a whole, as of the end respective dates thereof and for the respective periods covered thereby in accordance with the Transaction Accounting Principles, subject to the fact that (A) the Spinco Business was not operated on a stand-alone basis during such periods and, therefore, reflect certain cost allocations (including allocations and estimates made by the management of Remainco in preparing such Spinco Financial Statements) that may not reflect what would have been incurred if the Fiscal Year ended December 31Spinco Business had been operated on a stand-alone basis during such periods and (B) such cost allocations shall not be indicative of any such costs to the Spinco Entities that shall result following the Closing. (c) When delivered pursuant to Section 8.22, 2009the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, Subsequent Audited Spinco Financial Statements will (i) were except as otherwise noted and reflected therein, have been prepared in conformity accordance with GAAP GAAP, consistently applied, as at the dates and for the periods presented (subject, with respect to the Subsequent Unaudited Spinco Financing Statements, to normal year-end adjustments, as at the dates and for the periods presented), and (ii) fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition position of the Borrower and its Subsidiaries as at the date indicated Spinco Business and the consolidated results of their its operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Daterespective dates thereof and for the respective periods covered thereby on the basis by which the Audited Financial Statements, any the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements, in each case, were prepared, except for the fact that the Spinco Business was not operated on a stand-alone basis during such periods and, therefore, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements will reflect certain costs allocations made that may not reflect what would have been incurred if the Spinco Business had been operated on a stand-alone basis during such periods. The Audited Financial Statements shall conform in all material obligation, contingent liability or liability respects to the published rules and regulations of the SEC applicable to financial statements for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment each of the periods that is not reflected will be required to be included in the financial statements referred to in clause RMT Partner Registration Statement, the Distribution Registration Statement and the Tender Offer Statement (b) above and not otherwise permitted by this Agreementif applicable). (d) The Projections have been prepared Remainco maintains disclosure controls and procedures designed to ensure that information required to be disclosed by Remainco with respect to the Spinco Business in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Remainco’s filings with the SEC under the Exchange Act. (e) None of the Spinco Entities has incurred any Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of any Spinco Entity, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by such Spinco Entity of registration under the Exchange Act. No Spinco Entity is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(b) of Regulation S-K promulgated by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known SEC) that is material to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) andSpinco Entities, taken as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereina whole.

Financial Statements. (a) The interim unaudited Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of the Financial Statements required by Section 4.01(xiii). All financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which delivered pursuant hereto or in connection herewith have been furnished to each Lender, fairly present prepared in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until consistently applied (except as stated therein), and fairly present the time for the delivery financial position of the interim unaudited financial statements for the Fiscal Quarter ended March 31Holdings, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date respective dates indicated and the consolidated results of their operations and cash flow flows for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed respective periods indicated, subject in the notes case of any such financial statements that are unaudited, to the financial statements). (c) Except as set forth on Schedule 5.04normal audit adjustments, neither none of which shall be material. Holdings, the Borrower nor any of and its Subsidiaries hasdid not have, as of the Closing Datedate of the latest financial statements referred to above, and will not have after giving effect to the incurrence of Loans or LC Issuances hereunder, any material obligation, or significant contingent liability or liability for taxes, long-term leases (other than operating leases) lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements referred or the notes thereto in accordance with GAAP and that in any such case is material in relation to in clause the business, operations, properties, assets, financial or other condition of Holdings, the Borrower and its Subsidiaries. (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations financial projections of its businessHoldings, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries for the fiscal years 2020 through 2025 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Borrower in good faith after taking into account historical levels of business activity of Holdings, the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information information, assumptions and estimates considered by management of Holdings, the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected therein consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods set forth covered by the Financial Projections may differ materially from the Financial Projections and that no assurance is or can be given that the projected results will be realized. No facts are known to Holdings or the Borrower as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein.

Financial Statements. (a) The interim unaudited financial statements for the Borrower audited consolidated sheet of Parent and its Subsidiaries for the most-recently ended most recent Fiscal QuarterYear ended, copies and the related consolidated statements of which have been furnished to each Lenderincome or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such dates of the date thereof and the consolidated their results of operations for the operations 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 Parent and its Subsidiaries as of the date thereof, including liabilities for the period ended on such datestaxes, all in conformity with GAAP, material commitments and Indebtedness; provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited such financial statements for the Fiscal Quarter Year ended March December 31, 2010 as required hereunder2020 may be separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the one hand, and for PTI and its Subsidiaries, on the other hand. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of for the end of the most recent Fiscal Year ended December 31, 2009Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, Quarter (i) were prepared in conformity accordance with GAAP and consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respectsrespects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnote disclosure footnotes and to normal recurring year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, the consolidated financial condition direct or contingent, of the Borrower Parent and its Subsidiaries as at of the date indicated of such financial statements, including liabilities for taxes, material commitments and the consolidated results of their operations and cash flow Indebtedness; provided that such financial statements for the period indicated in conformity with GAAP applied Fiscal Quarters ended prior to December 31, 2021 may be separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on a basis consistent with prior years (except the one hand, and for changes with which PTI and its Subsidiaries, on the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)other hand. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any The consolidated forecasted balance sheet and statements of income and cash flows of Parent and its Subsidiaries has, as delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable assumptions were fair in light of current the conditions existing at the time of delivery of such forecasts, and current facts known to represented, at the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) andtime of delivery, as of the Closing Date, reflect the Borrower’s Borrowers’ good faith estimates estimate of the their future financial performance condition and performance, it being understood that such projections as to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, and actual results may vary materially; provided that the financial statements that are the subject of the Borrower this Section 6.7(c) provided for each Fiscal Year ended on or prior to December 31, 2021 shall relate exclusively to PTI and its Subsidiaries and of the other information projected therein for the periods set forth thereinSubsidiaries.

Financial Statements. (ai) The interim unaudited consolidated financial statements for of PAYM included in the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished PAYM SEC Reports comply as to each Lender, fairly present form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, subject to have been prepared in accordance with U.S. generally accepted accounting principles (except, in the absence case of footnote disclosure unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and normal recurring year-end audit adjustments, fairly present the consolidated financial condition position of PAYM and its consolidated subsidiaries as of the Borrower and its Subsidiaries as at such dates thereof and the consolidated results of operations and changes in cash flows for the operations periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PAYM’s independent accountants). Except as set forth in the PAYM SEC Reports, at the date of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited most recent audited financial statements for of PAYM included in the Fiscal Quarter ended March 31PAYM SEC Reports, 2010 as required hereunderPAYM has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to PAYM. (bii) The unaudited consolidated PAYM has made the audited balance sheet and statements of the Borrower income, changes in stockholders’ equity and its Subsidiaries cash flow as of and for the end of the Fiscal Year fiscal years ended December 31, 2009, 2013 and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believesfor PAYM, as filed with the PAYM SEC Reports (collectively, the (“PAYM Financial Information”), available to PROTEC. (iii) The audited balance sheet dated as of December 31, 2014 of PAYM shall be referred to as the Closing Date“PAYM Balance Sheet.” The PAYM Financial Information presents fairly the financial condition of PAYM as of such dates and the results of operations of PAYM for such periods, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as with GAAP and are consistent with the books and records of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower PAYM (which books and its Subsidiaries records are correct and of the other information projected therein for the periods set forth thereincomplete).

Financial Statements. Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with GAAP reflecting all its financial transactions; and cause to be prepared and furnished to Agent and Lenders the following (aall to be prepared in accordance with GAAP applied on a consistent basis, unless Borrower's certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP): (i) The interim unaudited not later than 90 days after the close of each Fiscal Year of Borrower, (i) audited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarterof Nations Flooring, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended Inc. on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries a Consolidated Basis as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies reported on by a firm of which have been furnished independent certified public accountants of recognized standing selected by Borrower but acceptable to each Lender, Agent (ithe "Accountants") were prepared in conformity with GAAP and (ii) unaudited financial statements of Borrower as of the end of such Fiscal Year on a consolidating basis; (ii) not later than thirty (30) days after the end of each Fiscal Month hereafter, including the last Fiscal Year of Borrower's Fiscal Year unaudited interim financial statements of Borrower as of the end of such period and of the portion of Borrower's Fiscal Year then elapsed, on a Consolidated Basis and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly present in all material respects, presenting the consolidating and consolidated financial position and results of operations of Borrower for such period subject only to the absence of footnote disclosure changes from audit and normal recurring year-end audit adjustmentsadjustments and except that such statements need not contain notes; (iii) promptly after the sending or filing thereof, as the consolidated case may be, copies of any proxy statements or financial statements which Holdings or Nations Flooring, Inc., Borrower or any Subsidiary of Holdings or Borrower has made available to its shareholders and copies of any regular, periodic and special reports or registration statements which Holdings, Borrower or any Subsidiary of Holdings or Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (iv) promptly after the filing thereof, copies of any annual report to be filed with the Pension Benefit Guaranty Corporation (the "PBGC") in connection with each Plan; and (v) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrower's, any Subsidiary of Borrower's or any of their respective Subsidiaries' financial condition or results of operations. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants' letter to Holdings' management or board of directors that is prepared in connection with such financial statements and also shall cause to be prepared and shall furnish to Agent a certificate of the aforesaid certified public accountants certifying that, based upon their examination of the financial statements of Borrower and its respective Subsidiaries as at the date indicated and the consolidated results performed in connection with their examination of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the said financial statements). (c) Except as set forth on Schedule 5.04, neither they are not aware of any Default or Event of Default or, if they are aware of such Default or Event of Default, specifying the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessnature thereof, and reflect projections for the period beginning approximately January 1acknowledging, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.a

Financial Statements. (a) The interim unaudited following financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lenderof the Lenders. (a) A balance sheet of the Borrower as of the Balance Sheet Date, and a statement of income, statement of changes in shareholders' equity and statement of cash flows for the fiscal year then ended, accompanied by an auditor's report prepared without qualification. Such balance sheet and statements of income, of changes in shareholders' equity and of cash flows have been prepared in accordance with Generally Accepted Accounting Principles and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries in all material respects as at such dates of the close of business on the date thereof and the consolidated results of operations, changes in shareholders' equity and cash flows for the operations fiscal year then ended. There are no contingent liabilities of the Borrower and its Subsidiaries for as of such date involving material amounts, known to the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery officers of the interim unaudited financial statements for Borrower not disclosed in said balance sheet and the Fiscal Quarter ended March 31, 2010 as required hereunderrelated notes thereto. (b) The unaudited consolidated A balance sheet and a statement of the Borrower income, statement of changes in shareholders, equity and its Subsidiaries as statement of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies each of which the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by Borrower's chief financial officer to have been furnished to each Lender, (i) were prepared in conformity accordance with GAAP Generally Accepted Accounting Principles consistent with those used in the preparation of the annual audited statements delivered pursuant to paragraph (a) above and (ii) to fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries in all material respects as at of the date indicated close of business on the dates thereof and the consolidated results of their operations operations, of changes in shareholders' equity and of cash flow flows for the period indicated in conformity with GAAP applied on a basis consistent with prior years fiscal quarters then ended (except for changes with which subject to year-end adjustments). There are no contingent liabilities of the Borrower as of such dates involving material amounts, known to the officers of the Borrower’s Accountants shall concur and that shall have been , not disclosed in such balance sheets and the related notes to the financial statements)thereto. (c) Except as set forth on Schedule 5.04With respect to each Mortgaged Property, neither the Borrower nor any of its Subsidiaries has, as copies of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred of income and expenses provided to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared Borrower by the Borrower taking into consideration past operations seller of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinsuch Mortgaged Property.

Financial Statements. Attached hereto as Exhibit D are true and complete copies of: (ai) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated audited balance sheet of the Borrower Parmalat USA Corporation and its Subsidiaries subsidiaries as of the end of the Fiscal Year ended December 3128, 20092002 and December 29, 2001 and the related audited statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated years then ended; (ii) the (A) unaudited consolidating balance sheets of Parmalat USA Corporation and subsidiaries as of December 27, 2003, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the year then ended, and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the year then ended, in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed each case as regularly prepared in the notes ordinary course of business by the management of the Company (the "2003 Management Financial Statements"); and (iii) the (A) unaudited consolidating balance sheet of Parmalat USA Corporation and subsidiaries as of May 22, 2004, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the month then ended and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the month then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2004 Period Financial Statements"). Subject to the matters discussed in Section 3.12 of the Disclosure Letter, the 2003 Management Financial Statements and the 2004 Period Financial Statements present fairly in all material respects the financial statements). (c) Except as set forth on Schedule 5.04, neither condition of the Borrower nor any Seller at the date specified and the results of its Subsidiaries has, as of operations and cash flows for the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above period specified and not otherwise permitted by this Agreement. (d) The Projections have been prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP"), from the books and records of the Seller, which accurately and fairly reflect in all material respects the transactions of, acquisition and dispositions of assets by, and incurrence of Liabilities by the Borrower taking into consideration past operations of its businessSeller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are in the form regularly used by management for internal financial reporting purposes, do not contain the footnote and other supplemental disclosures required for financial statements by GAAP, do not reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as any normal year-end adjustments that may be made in respect of the Closing Date, to be reasonable in light of current conditions and current facts known to subsequent commencement by the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as Seller of the Closing Date, reflect Bankruptcy Cases and are not in the Borrower’s good faith estimates form in which audited financial statements of the future Seller would appear if such financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinstatements were prepared.

Financial Statements. (a) The interim unaudited financial statements for of the Borrower Company and its Subsidiaries for included (or incorporated by reference) in the most-recently ended Fiscal QuarterCompany SEC Reports (including the related notes, copies of which have been furnished to each Lender, fairly present in all material respects, subject to where applicable) (the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder.“Company Financial Statements”) (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and respects the consolidated results of their operations operations, cash flows, changes in stockholders’ equity and cash flow consolidated financial position of the Company and its Subsidiaries for the period respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end adjustments), (ii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have been, since January 1, 2012, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Ernst & Young LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statementsstatement disclosure or auditing scope or procedure. (b) Neither the Company nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), except (a) as reflected or reserved against in the Company’s consolidated balance sheet included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Balance Sheet Date”) (including any notes thereto), (b) for liabilities incurred in the ordinary course of business since the Balance Sheet Date, (c) liabilities under this Agreement, including fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger) and (d) for liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) Except as set forth on Schedule 5.04The records, neither systems, controls, data and information of the Borrower nor any of Company and its Subsidiaries hasare recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the Audit Committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Copies of any such disclosures were made in writing by management to the Company’s auditors and Audit Committee and a copy has been previously made available to Parent. To the knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, prior to the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately Since January 1, 2010 and ending approximately December 312012, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein(i) neither the Company nor any of its Subsidiaries, all of which nor, to the Borrower believes, as knowledge of the Closing DateCompany, any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries, has received any complaint, allegation, assertion or claim, whether written or, to be reasonable in light the knowledge of current conditions and current facts known the Company, oral, regarding the accounting or auditing practices or procedures of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim whether written or, to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as knowledge of the Closing DateCompany that the Company or any of its Subsidiaries has engaged in questionable accounting, reflect auditing or actuarial practices, and (ii) no attorney representing the Borrower’s good faith estimates Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors or employees to the Board of Directors of the future financial performance Company or any committee thereof or, to the knowledge of the Borrower and its Subsidiaries and Company, to any director or officer of the other information projected therein for the periods set forth thereinCompany.

Financial Statements. (a) The interim Attached to Section 2.3(a) of the Seller Disclosure Schedule are true, correct and complete copies of the following financial statements: (i) Seller’s unaudited financial balance sheets, as of December 31, 2020 and December 31, 2019, and Seller’s unaudited statements of operations, statements of changes in stockholder’s deficit and statements of cash flows for the Borrower years then ended, respectively, and its Subsidiaries (ii) Seller’s unaudited balance sheet as of March 31, 2021 (the “Base Balance Sheet”, and such date, the “Most Recent Balance Sheet Date”) and statements of operations, changes in stockholders’ deficit and cash flows for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the three month period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 2021. The unaudited financial statements have been prepared from Seller’s Books and Records and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby, and fairly presents in all material respects the financial condition and results of operations of Seller and the Business as required hereunderof the dates, and for the periods, indicated thereon, except that (x) the unaudited interim financial statements are subject to normal year-end adjustments, (y) the unaudited annual and interim financial statements do not contain footnote disclosure and (z) as set forth on Section 2.3(a) of the Seller Disclosure Schedule. Since the Most Recent Balance Sheet Date, there have been no material changes in the accounting policies of Seller (including any change in depreciation or amortization policies or rates, or policies with respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and no revaluation of Seller’s properties or assets. (b) The unaudited consolidated balance sheet Seller is not liable for or subject to any material Liability with respect to any of the Borrower and its Subsidiaries as of Acquired Assets or the end of the Fiscal Year ended December 31Business, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries except for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP Liabilities reflected, reserved for or otherwise described on the Base Balance Sheet and not previously paid or discharged, (ii) fairly present in all material respects, subject to Liabilities incurred since the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed Most Recent Balance Sheet Date in the notes to Ordinary Course of Business, which Liabilities are not, individually or in the financial statementsaggregate, material in amount or significance (and none of which arose from a breach of Contract or non-compliance with applicable Law). , (ciii) Except expressly contemplated by or under the Transaction Documents, or (iv) as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as Section 2.3(b) of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementSeller Disclosure Schedule. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial PCBC has furnished to PCCI true and complete copies of (i) the audited consolidated balance sheets of PCBC as of December 31, 2001 and 2002, and the audited consolidated statements of income, changes in shareholders’ equity and cash flows for the Borrower years ended December 31, 2000, 2001, and its Subsidiaries 2002, (ii) an unaudited consolidated balance sheet of PCBC as of June 30, 2003, and the related unaudited consolidated statement of income for the mostsix-recently month period ended Fiscal QuarterJune 30, copies 2003 (such balance sheets and the related statements of which have been furnished income, changes in shareholders’ equity and cash flows are collectively referred to each Lenderherein as the “PCBC Financial Statements”). Except as described in the notes to the PCBC Financial Statements, the PCBC Financial Statements fairly present present, in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition position of PCBC as of the Borrower and its Subsidiaries as at such respective dates thereof and the consolidated results of the operations and changes in financial position of the Borrower and its Subsidiaries PCBC for the period ended on such datesperiods then ended, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years periods (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed subject, in the notes to case of the unaudited interim financial statements, to normal year-end adjustments and the fact that they do not contain all of the footnote disclosures required by GAAP), except as otherwise noted therein, and the accounting records underlying the PCBC Financial Statements accurately and fairly reflect in all material respects the transactions of PCBC. The PCBC Financial Statements do not contain any items of extraordinary or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. (cb) Except as set forth on Schedule 5.04PCBC has furnished, neither the Borrower nor any of its Subsidiaries hasor has caused PCBNA to furnish, as to PCCI, true and complete copies of the Closing Date, any material obligation, contingent liability Reports of Condition and Income (“PCBC Call Reports”) for PCBNA or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections predecessor for the period beginning approximately January 1, 2010 and ending approximately periods ended December 31, 2014 on a Fiscal Year by Fiscal Year basis2001, December 31, 2002 and June 30, 2003. The Projections are based upon estimates Such PCBC Call Reports fairly present, in all material respects, the financial position of PCBNA and assumptions stated therein, all the results of which its operations at the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions dates and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth indicated in conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable regulatory authorities. The PCBC Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein. PCBNA has calculated its allowance for loan losses in accordance with GAAP, which includes RAP where applicable, as applied to banking institutions and in accordance with all applicable rules and regulations. To the Knowledge of PCBC, the allowance for loan losses account for PCBNA is adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of PCBNA.

Financial Statements. (a) The interim Schedule 2.6(a) sets forth (i) an unaudited financial statements combined pro forma balance sheet of the Combined Business as of September 30, 1997 (the "Balance Sheet") and related unaudited combined pro forma statement of income of the Combined Business for the Borrower six months ended September 30, 1997 (together with the Balance Sheet, the "Financial Statements"). The Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities and its Subsidiaries the Aerospace Non-Assumed Liabilities are excluded from the Balance Sheet. The Financial Statements are in accordance with the books and records of the Sellers and the Sellers under the Aerospace Agreement and except for the mostExcluded Assets, the Aerospace Excluded Assets, the Non-recently ended Fiscal QuarterAssumed Liabilities, copies of which have been furnished to each Lender, the Aerospace Non-Assumed Liabilities and as set forth in Schedule 2.6(a) fairly present the financial position and results of operations of the Combined Business on a stand-alone basis as of the date and for the period indicated, in all material respectsconformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), except as expressly set forth therein and except that the Financial Statements may omit notes and are subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsadjustments which are not, in the consolidated financial condition aggregate, material. Except as described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of the Borrower and its Subsidiaries as at such dates Combined Business and the consolidated results of Assets owned, used or held for use by the operations of Combined Business have been fully and properly reflected and charged on the Borrower Financial Statements in accordance with GAAP (to the extent such items are required to be so reflected and its Subsidiaries for the period ended on such dates, all charged in conformity accordance with GAAP). All Purchased Assets, provided that Assumed Liabilities, Aerospace Acquired Assets and Aerospace Assumed Liabilities are disclosed on or reflected in the Balance Sheet except (i) as disclosed on Schedule 2.6(a), and (ii) as disposed of or transferred between September 30, 1997 and the Closing Date in the ordinary course of business consistent with past practice and in accordance with this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderAgreement. (b) The unaudited consolidated balance sheet of future tax benefits set forth in the Borrower and its Subsidiaries Balance Sheet as of the end date hereof represent future tax benefits as of March 31, 1997. No later than 30 days after the date hereof, Parent shall deliver written notice to AlliedSignal of the Fiscal Year ended December 31amount of future tax benefits as of September 30, 20091997, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants Balance Sheet shall concur and that shall have been disclosed in the notes to the financial statements)be adjusted accordingly. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) Tower has made the Tower Regulatory Reports through September 30, 2008 available to Graystone. The interim unaudited financial statements for Tower Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the Borrower periods covered by such statements, and its Subsidiaries for the most-recently ended Fiscal Quarterfairly present, copies of which have been furnished to each Lender, or will fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsfinancial position, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of operations, and changes in shareholders’ equity of Tower or Greencastle as the operations case may be, as of the Borrower and its Subsidiaries for the period periods ended on such datesthe dates thereof, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderapplicable regulatory accounting principles applied on a consistent basis. (b) The unaudited consolidated balance sheet of Tower has previously delivered to Graystone the Borrower and its Subsidiaries Tower Financials as of the end of date hereof and will deliver all the Fiscal Year ended December 31Tower Financials after the date hereof. The Tower Financials have been, 2009or will be, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Tower as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent with prior years (basis, except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)as noted therein. (c) Except as set forth on Schedule 5.04At the date of each balance sheet included in the Tower Financials or Tower Regulatory Reports, neither Tower nor Greencastle (as the Borrower nor any of its Subsidiaries hascase may be) had, as of the Closing Dateor will have, any material obligationliabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent liability or liability for taxes, long-term leases (other than operating leasesotherwise) or unusual forward or long-term commitment that is not of a type required to be reflected in such Tower Financials or Tower Regulatory Reports or in the financial statements referred footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Tower and which are incurred in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations ordinary course of its business, consistent with past practice, and reflect projections except for liabilities, obligations or loss contingencies which are within the period beginning approximately January 1subject matter of a specific representation and warranty herein and subject, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all in the case of which the Borrower believes, as of the Closing Dateany unaudited statements, to be reasonable in light normal recurring audit adjustments and the absence of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinfootnotes.

Financial Statements. (a) The interim unaudited Company has previously provided to SPAC true and complete copies of (i) the audited consolidated balance sheets and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for the years ended December 31, 2020 and December 31, 2019, together with the auditor’s report thereon (provided that such financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement with the SEC) (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for the Borrower and its Subsidiaries for nine‑month period ended September 30, 2021 (the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, “Unaudited Financial Statements”). The Financial Statements (i) fairly present in all material respectsrespects the consolidated financial position of the Company and its consolidated subsidiaries, subject as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements, to normal year‑end adjustments that are not material in the aggregate and the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition footnotes or inclusion of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lenderlimited footnotes), (iii) were prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated subsidiaries, and (iiiv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (b) When delivered pursuant to Section 8.3, the Closing Company Financial Statements (i) will fairly present in all material respectsrespects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject to normal year‑end adjustments that are not material in the aggregate and the absence of footnote disclosure and normal recurring year-end audit adjustmentsfootnotes or inclusion of limited footnotes), the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated (ii) will have been prepared in conformity with GAAP applied on a consistent basis consistent with prior years during the periods covered (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed as may be indicated in the notes thereto and for the absence of footnotes or the inclusion of limited footnotes), (iii) will have been prepared from, and will be in accordance in all material respects with, the books and records of the Company and its consolidated subsidiaries and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.3, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the financial statements)respective dates thereof. (c) Except as set forth on Schedule 5.04, neither Neither the Borrower Company nor any of its Subsidiaries hasis a party to, as of the Closing Dateor is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material obligationtransaction involving, contingent liability or liability for taxesmaterial liabilities of, long-term leases (other than operating leases) the Company or unusual forward or long-term commitment that is not reflected any of its Subsidiaries in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementFinancial Statements. (d) The Projections have been prepared by Neither the Borrower taking into consideration past operations Company nor any of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as Subsidiaries has received from any employee of the Closing DateCompany or its Subsidiaries any written or, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as knowledge of the Closing DateCompany, reflect the Borrower’s good faith estimates oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the future financial performance Company or any of the Borrower and its Subsidiaries and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other information projected therein for employees who have a significant role in the periods set forth thereinpreparation of financial statements or the internal accounting controls utilized by the Company or (iii) any allegation in writing regarding any of the foregoing.

Financial Statements. (a) The interim unaudited audited financial statements of the Acquiring Fund for the Borrower fiscal year ended December 31, 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and its Subsidiaries for the most-recently ended Fiscal Quarter, have been audited by Ernst & Young LLP. True and complete copies of which such statements have been furnished to each Lender, WMVT. Such statements fairly present in all material respects, subject to reflect the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower Acquiring Fund as of such date and its Subsidiaries the results of operations and changes in net assets for the period ended on such datesperiods indicated, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery and there are no liabilities of the interim Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Acquiring Fund for the Fiscal Quarter six months ended March 31June 30, 2010 as required hereunder. (b) The unaudited consolidated balance sheet 2006 have been prepared in accordance with accounting principles generally accepted in the United States of the Borrower America consistently applied by PVC. True and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, complete copies of which such statements have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) WMVT. Such statements fairly present in all material respects, subject to reflect the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition and the results of operations of the Borrower and its Subsidiaries Acquiring Fund as at the of such date indicated and the consolidated results of their operations and cash flow changes in net assets for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which periods indicated, and there are no liabilities of the Borrower’s Accountants shall concur Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that shall have been are required to be disclosed but are not disclosed in the notes to the financial such statements). (c) Except as set forth on Schedule 5.04. There are no liabilities of any Acquiring Fund, neither the Borrower nor any of its Subsidiaries haswhether actual or contingent and whether or not determined or determinable, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) liabilities disclosed or unusual forward or long-term commitment that is not reflected provided for in the financial statements of the Acquiring Fund referred to above, liabilities incurred in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations ordinary course of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately business subsequent to December 31, 2014 on a Fiscal Year 2005, liabilities previously disclosed to and accepted by Fiscal Year basis. The Projections are based upon estimates WMVT and assumptions stated thereinliabilities which in the aggregate have not been and will not be materially adverse to the financial condition, all results of which the Borrower believesoperations, as business or assets of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinAcquiring Fund.

Financial Statements. (a) The interim unaudited financial Merchants' Annual 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 related consolidated statements of income, stockholders' equity and cash flows for the Borrower 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 its Subsidiaries Merchants' Quarterly Reports on Form 10-Q filed with the SEC under the 1934 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 and cash flows for the most-recently six months then ended Fiscal Quarter(collectively, copies of which the "Merchants Financial Statements"). The Merchants Financial Statements (including the related notes) have been furnished to each Lenderprepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of Merchants as of the Borrower and its Subsidiaries as at such respective dates set forth therein, and the related consolidated statements of income, stockholders' equity and cash flows fairly present the results of the operations consolidated operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries Merchants for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderrespective periods set forth therein. (b) The unaudited consolidated balance sheet books and records of the Borrower Merchants and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009have been and are being maintained in material compliance with applicable legal and accounting requirements, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)reflect only actual transactions. (c) Except as set forth on Schedule 5.04and to the extent reflected, disclosed or reserved against in the Merchants Financial Statements (including the notes thereto), as of June 30, 2000 neither the Borrower Merchants nor any of its Subsidiaries hashad any liabilities, as whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of Merchants or any of its Subsidiaries. Since June 30, 2000 and to the Closing Datedate hereof, neither Merchants nor any of its Subsidiaries have incurred any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected liabilities except in the financial statements referred to in clause (b) above ordinary course of business and not otherwise permitted consistent with prudent banking practice, except as specifically contemplated by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for consolidated balance sheets included in or incorporated by reference into the Borrower ProCentury Reports (including the related notes and its Subsidiaries for the most-recently ended Fiscal Quarterschedules) fairly present, copies of which have been furnished to each Lender, fairly present in all material respects, subject the consolidated financial position of ProCentury and its consolidated Subsidiaries, taken as a whole, as of their respective dates, and the consolidated statements of operations, changes in shareholders equity (deficit) and cash flows included in or incorporated by reference into the ProCentury Reports (including any related notes and schedules) fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of ProCentury and its consolidated Subsidiaries, taken as a whole, for the periods set forth therein (subject, in the case of unaudited statements, to the absence of footnote disclosure notes and normal recurring year-end audit adjustmentsadjustments and to any other adjustments described therein (including in the notes thereto)); and in each case were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the consolidated financial condition case of unaudited statements, as permitted by the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderSEC. (b) The unaudited consolidated balance sheet ProCentury has previously furnished or made available to Meadowbrook and Merger Sub true and complete copies of the Borrower and its Subsidiaries as annual statements or other comparable statements for each of the end of the Fiscal Year years ended December 31, 20092005 and December 31, 2006, together with all exhibits and schedules thereto (collectively, the related statements of income and cash flows “ProCentury SAP Statements”), with respect to each of the Borrower and its Subsidiaries for ProCentury Insurance Subsidiaries, in each case as filed with the Governmental Entity charged with supervision of insurance companies of such Fiscal Year, copies ProCentury Insurance Subsidiary’s jurisdiction of which have been furnished to each Lender, (i) domicile. The ProCentury SAP Statements were prepared in conformity with GAAP applicable statutory accounting practices prescribed or permitted by such Governmental Entity applied on a consistent basis (“SAP”) and (ii) fairly present fairly, in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated statutory financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, such ProCentury Insurance Subsidiary as of the Closing Date, any material obligation, contingent liability respective dates thereof or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the respective periods set forth therein, in each case in accordance with SAP. Since December 31, 2005, the ProCentury SAP Statements were filed with the applicable Governmental Entity in a timely fashion on forms prescribed or permitted by such Governmental Entity, except for such filings, the failure so to file or timely file would not individually or in the aggregate, reasonably be expected to have a ProCentury Material Adverse Effect. No deficiencies or violations material to the financial condition of any of the ProCentury Insurance Subsidiaries, individually, whether or not material in the aggregate, have been asserted in writing by any Governmental Entity which have not been cured or otherwise resolved to the satisfaction of such Governmental Entity (unless not currently pending). ProCentury has made available to Meadowbrook and Merger Sub true and complete copies of all financial examinations, market-conduct examinations and other material reports of Governmental Entities since December 31, 2004, including the most recent reports of state insurance regulatory authorities, relating to each ProCentury Insurance Subsidiary.

Financial Statements. (a) The interim unaudited financial statements for audited consolidated balance sheet of the Borrower Parent and its Subsidiaries for the most-recently Fiscal Year ended December 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal QuarterYear, copies of which have been furnished to each Lenderincluding the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such dates of the date thereof and the consolidated their results of operations for the operations 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 Parent and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery as of the interim unaudited financial statements date thereof, including liabilities for the Fiscal Quarter ended March 31taxes, 2010 as required hereundermaterial commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries for the Fiscal Quarter ended September 30, 2019, and the related consolidated statements of income or operations and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Fiscal Year ended December 31Parent and its Subsidiaries as of the date of such financial statements, 2009including liabilities for taxes, material commitments and Indebtedness. (c) The financial statements delivered pursuant to Section 7.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly (on the related basis disclosed in the footnotes to such financial statements, if applicable) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, copies of which have been furnished delivered pursuant to each Lender, (iSection 7.1(d) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to good faith on the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition basis of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable assumptions were fair in light of current the conditions and current facts known to existing at the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as time of the Closing Date, reflect the Borrower’s good faith estimates delivery of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinsuch forecasts.

Financial Statements. (ai) The interim unaudited financial statements Borrower has delivered to the Administrative Agent copies of its Annual Statement for and as of the end of the fiscal year ended December 31, 2010 (including, without limitation, the provisions made therein for Investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) as filed with the Applicable Insurance Regulatory Authority. In addition, the Borrower has delivered to the Administrative Agent copies of its Interim Statements for the Borrower fiscal year to date and its Subsidiaries for as of the most-recently end of the fiscal quarter ended Fiscal QuarterJune 30, copies of which have been furnished 2011 as filed with the Applicable Insurance Regulatory Authority (all such Annual Statements and Interim Statements being collectively referred to each Lenderas the “Statements”). The Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete as required by SAP and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, represent the consolidated financial condition of the Borrower and its Subsidiaries as at such of the respective dates thereof and the consolidated results of operations for the operations fiscal periods then ended and have been prepared in accordance with SAP, consistently applied, subject (in the case of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(aInterim Statements) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (cii) Except as set forth on Schedule 5.04, neither Neither the Borrower nor any of its Subsidiaries has, as Subsidiary of the Closing Date, Borrower has any material obligationliabilities, contingent liability or liability for taxesotherwise, long-term leases (other than operating leases) or unusual forward or long-term commitment commitments that is are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which could reasonably be expected to cause a Material Adverse Change. Since December 31, 2010, no Material Adverse Change has occurred. (iii) The Investments of the Borrower reflected in the financial statements referred Statements comply in all material respects with all applicable requirements of the Pennsylvania Department of Insurance as well as those of any other Applicable Insurance Regulatory Authority relating to Investments in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all respect of which the Borrower believesmay invest its funds. (iv) The provisions made by the Borrower in the Statements for reserves, policy and contract claims and statutory liabilities are in compliance in all material respects with the requirements of the Applicable Insurance Regulatory Authority, and have been computed in accordance with SAP. (v) The marketable securities and short term Investments reflected in the Statements are valued at cost, amortized cost or market value, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinrequired by applicable Law.

Financial Statements. (a) The interim audited financial statements of each Globant Subsidiary as of the Relevant Fiscal Year End and the unaudited financial statements (including the balance sheet (the “Balance Sheet”), income statement and statement of cash flows) for the Borrower most recent completed fiscal quarter of each Globant Subsidiary (other than Globant Brazil and its Subsidiaries for GS Mexico) are attached hereto as Schedule 4.9(b)(i) (collectively, the most-recently ended Fiscal Quarter, copies of which “Financial Statements”). The Financial Statements have been furnished to each Lenderprepared in accordance with Relevant GAAP applied consistently throughout the periods involved, except that the unaudited Financial Statements may not contain all footnotes required by Relevant GAAP. The Financial Statements present fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Globant Subsidiaries in all material respects as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datestheir operations, all changes in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income shareholder equity and cash flows for the periods then ended, subject in the case of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished unaudited Financial Statement to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) . Except as set forth on Schedule 5.04in the Financial Statements, neither the Borrower nor any Globant Subsidiaries have no Liabilities or obligations, contingent or otherwise, other than (i) Liabilities incurred in the ordinary course of its business subsequent to the end of their respective most recent fiscal quarters, (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) Liabilities and obligations of a type or nature not required under Relevant GAAP to be reflected in financial statements, which, in all such cases, individually and in the aggregate could not have a Material Adverse Effect. The Globant Subsidiaries has, maintain a standard system of accounting established and administered in accordance with Relevant GAAP. (a) The audited consolidated financial statements of ITO for the year ended as of December 31, 2011, which include all the Closing DateGlobant Subsidiaries except for ITO Holdings, any material obligationRW Holdings, contingent liability or liability for taxesGlobant Brazil and Terraforum, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause and (b) above and not otherwise permitted by this Agreement. the unaudited consolidated financial statements of ITO for the 6-month period ended June 30, 2012, which are attached hereto as Schedule 4.9(b)(ii) (d) The Projections collectively, the “Consolidated Reference Financial Statements”), have been prepared in accordance with Relevant GAAP applied consistently throughout the period involved, except that the unaudited Consolidated Reference Financial Statements may not contain all footnotes required by Relevant GAAP. The Consolidated Reference Financial Statements present fairly the Borrower taking into consideration past operations financial condition of ITO in all material respects as at such date and the results of its business, and reflect projections operations for the period beginning approximately January 1then ended, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which subject in the Borrower believes, as case of the Closing Dateunaudited Consolidated Reference Financial Statements to normal year-end audit adjustments. Except as set forth in the Consolidated Reference Financial Statements, ITO has no Liabilities or obligations, contingent or otherwise, other than (i) Liabilities incurred in the ordinary course of business subsequent to the end of its most recent fiscal quarter, (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) Liabilities and obligations of a type or nature not required under Relevant GAAP to be reasonable reflected in light financial statements, which, in all such cases, individually and in the aggregate could not have a Material Adverse Effect. ITO maintains a standard system of current conditions accounting established and current facts known to the Borrower (other than any necessary adjustments due to fees payable administered in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinwith Relevant GAAP.

Financial Statements. i. Attached to Section [•] of the Disclosure Schedule are true, correct and complete copies of (ai) The interim unaudited financial statements for the Borrower audited consolidated balance sheet of Bottler and its Subsidiaries for as of [•], [•] and [•], and the mostrelated 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-recently ended Fiscal Quarter, copies end audited financial statements (collectively referred to as the "Interim Financial Statements"). Each of which the Financial Statements and the Interim Financial Statements (1) are correct and complete in all material respects and have been furnished to each Lenderprepared in accordance with the 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 notes thereto) and (3) fairly present present, in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated position, results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower Bottler and its Subsidiaries as at the date respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). ii. Section [•] of the Acquisition Agreement contemplates the delivery of the Interim Monthly Data. The Interim Monthly Data will be prepared in good faith in a manner consistent with the preparation of the Financial Statements and will be derived from the books and records of Bottler. Sections [•] and [•] contemplate the delivery of the Interim Quarterly Data and the Interim Annual Data. The Interim Quarterly Data and the Interim Annual Data: (1) will be prepared from the books and records of Bottler and its Affiliates and will be prepared in accordance with GAAP consistently applied throughout the periods indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied will have been maintained on a basis consistent with prior years the past practice of Bottler, and (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed 2) will accurately reflect in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries hasall material respects, as of the Closing Date, any material obligation, contingent liability or liability dates therein specified and for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessperiods indicated therein, and reflect projections for subject to the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated set forth therein, the assets and liabilities of Bottler and will fairly and accurately present, in all of which the Borrower believesmaterial respects, as of the Closing Datedates therein specified and for the periods therein indicated, to be reasonable in light of current conditions and current facts known subject to the Borrower assumptions set forth therein, the financial condition and results of the operations of Bottler, subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (other than any necessary adjustments due that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). iii. Bottler and its Subsidiaries maintain accurate books and records reflecting each of their assets and liabilities and maintain proper and adequate internal accounting controls sufficient to fees payable provide reasonable assurances regarding the reliability of financial reporting and the preparation of annual financial statements for external purposes in accordance herewith) and, with GAAP. iv. All Receivables that have not been collected as of the Closing Date, reflect the Borrower’s good faith estimates date of the future financial performance closing of the Borrower and acquisition will represent valid obligations of the customers of Bottler or its Subsidiaries and arising from bona fide transactions entered into in the ordinary course of the other information projected therein for the periods business consistent with past practice, will be current and, to Bottler’s knowledge, will be collectible (net of any reserves set forth thereinin the books and records of Bottler) without resort to legal proceedings or collections agencies. Bottler has not factored any of its Receivables.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been Company has furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition Purchaser of the Borrower Series A Notes and any Accepted Shelf Notes with the following financial statements: (i) consolidated balance sheets of the Company and its Subsidiaries as at December 31st in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such dates Purchaser (other than fiscal years completed within 105 days prior to such date for which audited financial statements have not been released) and consolidating (by division and product line) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the 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 consolidating (by division and product line) consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 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 and the absence of all required footnotes), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, stockholders’ equity and cash flows fairly present the results of the operations of the Borrower Company and its Subsidiaries and their cash flows for the period ended on such datesperiods indicated. There has been no material adverse change in the business, all in conformity with GAAPproperty or assets, provided that this Section 5.04(a) shall not apply until the time for the delivery financial condition or operations of the interim unaudited financial statements for Company or its Subsidiaries taken as a whole since (a) with respect to the Fiscal Quarter ended March 31closing of the Series A Notes, 2010 as required hereunder. September 30, 2003, and (b) The unaudited consolidated balance sheet with respect to the closing of the Borrower and its Subsidiaries as of any Shelf Notes, the end of the Fiscal Year ended December 31, 2009, and the related most recent fiscal year for which such audited financial statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)furnished. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for Section 4.6(a) of the Borrower Olympus Disclosure Schedule sets forth true, complete and accurate copies of (i) the audited consolidated balance sheet of Olympus and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the related audited statements of income, cash flows and shareholders’ equity for the most-recently fiscal year then ended Fiscal Quarter(the “Olympus Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Olympus and its Subsidiaries as of September 30, copies 2019 and the related unaudited statements of which income, cash flows and shareholders’ equity for the period then ended (the “Olympus Interim Financial Statements” and, together with the Olympus Annual Financial Statements, the “Olympus Financial Statements”). The Olympus Financial Statements have been furnished to each Lender, prepared in accordance with IFRS EU applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated position, results of the operations of the Borrower and its Subsidiaries for the period ended on such datesoperations, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows and shareholders’ equity of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower Olympus and its Subsidiaries as at the date indicated respective dates thereof and the consolidated results of their operations and cash flow for the period indicated respective periods referred to therein, subject, in conformity the case of the Olympus Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material). The books and records of Olympus and its Subsidiaries from which the Olympus Financial Statements have been prepared are true and complete in all material respects and have been maintained in all material respects in accordance with GAAP IFRS EU. (b) Section 4.6(b) of the Olympus Disclosure Schedule sets forth true, complete and accurate copies of the Summit Financial Statements. The Summit Financial Statements have been prepared in accordance with the principles set forth in Section 4.6(b) of the Olympus Disclosure Schedule applied on a consistent basis consistent throughout the periods covered thereby and fairly present in all material respects the financial position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the respective dates thereof and for the respective periods referred to therein. Notwithstanding the foregoing, no warranty is made by Olympus with prior years (except respect to information supplied by Everest or any of its Subsidiaries for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed inclusion in the notes to the financial statements)Summit Financial Statements. (c) Except as set forth on Schedule 5.04, neither the Borrower Neither Olympus nor any of its Subsidiaries hasis a party to, as nor does Olympus or any of the Closing Dateits Subsidiaries have any commitment to become a party to, any material obligationjoint venture, contingent liability off-balance sheet partnership or liability for taxesany similar Contract or any off-balance sheet arrangements where the purpose or intended effect of such Contract is to avoid disclosure of any transaction involving, long-term leases (other than operating leases) or unusual forward liabilities of, Olympus or long-term commitment that is not reflected any of its Subsidiaries in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementOlympus Financial Statements. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. The Loan Parties have heretofore furnished to the Lenders (a) The interim unaudited the consolidated and combined statement of financial condition and consolidated and combined statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of and for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year fiscal year ended December 31, 2009, audited by and accompanied by the related report of Deloitte & Touche LLP, independent registered public accounting firm, (b) the unaudited condensed consolidated and combined statement of financial condition and condensed consolidated and combined statements of income and cash flows as of and for the fiscal year ended December 31, 2009 of the Borrower combined Guarantors and its Subsidiaries for such Fiscal Yearthe Subsidiaries, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject the form delivered pursuant to the absence of footnote disclosure Existing Credit Agreement, and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any a reconciliation prepared by a Financial Officer of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (a) to those referred to in clause (b) above ). Such audited financial statements fairly present, in all material respects, the consolidated and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past combined financial position and results of operations of its businessBlackstone Group and such unaudited condensed consolidated and combined financial statements fairly present, in all material respects, the condensed consolidated and reflect projections combined financial position and results of operations of the combined Guarantors and the Subsidiaries as of such date and for such periods presented. Such financial statements and the period beginning approximately January 1notes thereto disclose all material liabilities, 2010 direct or contingent, of Blackstone Group and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates of the combined Guarantors and assumptions stated therein, all of which the Borrower believes, Subsidiaries as of the Closing Datedate thereof, to the extent such liabilities are required to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable disclosed by GAAP. Such financial statements were prepared in accordance herewith) andwith GAAP applied on a consistent basis, except, in the case of such unaudited financial statements, for the absence or incompleteness of footnotes and except as otherwise disclosed therein. The accounts of the Closing Date, reflect Loan Parties have been and will continue to be consolidated with those of Blackstone Group in the Borrower’s good faith estimates audited and unaudited consolidated financial statements of Blackstone Group included in its periodic reports filed with the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinSEC.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been has furnished to each Lender, fairly present in all material respects, subject to Lender (i) the absence of footnote disclosure and normal recurring year-end audit adjustments, the audited consolidated financial condition balance sheet of the Borrower and its Subsidiaries as at such dates of September 30, 2002 and the related consolidated results statements of the operations of the Borrower income, shareholders’ equity and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements cash flows for the Fiscal Quarter Year then ended March 31, 2010 as required hereunder. audited by PricewaterhouseCoopers LLP and (bii) The the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 20092002, and the related unaudited consolidated statements of income and cash flows of for the Borrower Fiscal Quarter and its Subsidiaries for such Fiscal Yearyear-to-date period then ending, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) certified by a Responsible Officer. Such financial statements fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated of such dates and the consolidated results of their operations and cash flow for the period indicated such periods in conformity with GAAP applied on a basis consistent with prior years consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (except for ii). Since September 30, 2002, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (b) The Borrower has furnished, or caused to be furnished, to each Lender (i) the audited consolidated balance sheet of Frontstep and its Subsidiaries as of June 30, 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended audited by KPMG LLP and (ii) the unaudited consolidated balance sheet of Frontstep and its Subsidiaries as of December 31, 2002, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending. To the best knowledge of the Borrower’s Accountants shall concur , such financial statements fairly present in all material respects the consolidated financial condition of Frontstep and that shall have been disclosed its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the notes case of the statements referred to the financial statementsin clause (ii). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections delivered to the Administrative Agent on the date hereof have been prepared by Borrower in light of the Borrower taking into consideration past operations of its businessbusinesses and the businesses being acquired in the Acquisition, but including future payments of known contingent liabilities and reflect projections for the period beginning approximately January 1, 2010 2003 and ending approximately December 31, 2014 2004 Fiscal Years on a Fiscal Year by Fiscal Year quarter-by-quarter basis. The Such Projections reflect as of the Closing Date Borrower’s good faith and reasonable estimates of the future financial performance of Borrower and of the other information projected therein for the period set forth therein. Each set of Projections delivered as of the Closing Date or after the Closing Date to the Lenders are based upon estimates and assumptions stated therein, all of which Borrower believes at the Borrower believes, as time of the Closing Date, delivery to be reasonable and fair in light of current conditions and current facts known to Borrower. (d) The Pro Forma Balance Sheet as of September 30, 2002 delivered on or before the date hereof was prepared by the Borrower (other than any necessary adjustments due giving pro forma effect to fees payable in accordance herewith) andthe Related Transactions, as was based on the unaudited consolidated balance sheets of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinFrontstep and its Subsidiaries, each dated September 30, 2002, and was prepared in a manner consistent with GAAP.

Financial Statements. (a) The interim unaudited financial statements Valley’s (a) Annual Report on Form 10-K for the Borrower year ended December 31, 2013 filed with the SEC under the Exchange Act sets forth the consolidated balance sheets of Valley as of December 31, 2013 and its Subsidiaries 2012, and the related consolidated statements of income, shareholders’ equity and cash flows for the mostperiods ended December 31 in each of the three years 2011 through 2013, accompanied by the audit report of Valley’s independent public accountants, and (b) Quarterly Report on Form 10-recently Q for the period ended Fiscal QuarterMarch 31, copies 2014 filed with the SEC under the Exchange Act sets forth the unaudited consolidated balance sheets of which Valley as of March 31, 2014 and 2013 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows of the three months ended March 31, 2014 and 2013 ((a) and (b) collectively, the “Valley Financial Statements”). The Valley Financial Statements (including the related notes), have been furnished to each Lenderprepared in accordance with GAAP consistently applied during the periods involved, and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of Valley as of the Borrower respective dates set forth therein, and its Subsidiaries as at such dates the related consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of the operations and changes in shareholders’ equity and of the Borrower and its Subsidiaries cash flows of Valley for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderrespective fiscal periods set forth therein. (b) The unaudited consolidated balance sheet books and records of the Borrower Valley and its Significant Subsidiaries as of the end of the Fiscal Year ended December 31, 2009have been and are being maintained in material compliance with applicable legal and accounting requirements, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)reflect only actual transactions. (c) Except as set forth on Schedule 5.04and to the extent reflected, disclosed or reserved against in the Valley Financial Statements (including the notes thereto), as of December 31, 2013, neither the Borrower Valley nor any of its Significant Subsidiaries hashad any obligations or liabilities, as whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of Valley or any of its Significant Subsidiaries and which are required by GAAP to be disclosed in the Closing DateValley Financial Statements. Since December 31, 2013, neither Valley nor any of its Significant Subsidiaries have incurred any material obligationliabilities, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected except in the financial statements referred to ordinary course of business and consistent with past banking practice, except as specifically contemplated by or incurred in clause (b) above and not otherwise permitted by connection with this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations Valley Disclosure Schedule includes a copy of its business, and reflect projections Valley’s Consolidated Financial Statements for the period beginning approximately January 1, 2010 and ending approximately Bank Holding Companies (on Form FRY 9C) as of December 31, 2014 on 2013, which includes information regarding “off-balance sheet arrangements” effected by Valley. (e) KPMG LLP, which has expressed its opinion with respect to the financial statements of Valley and its subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements (x) a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, registered public accounting firm (as defined in Section 2(a)(12) of the Closing DateXxxxxxxx-Xxxxx Act, and (y) “independent” with respect to be reasonable in light of current conditions and current facts known to Valley within the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as meaning of the Closing Date, reflect rules of applicable bank regulatory authorities and the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinPublic Company Accounting Oversight Board.

Financial Statements. (a) The interim unaudited financial statements for the Borrower Company has delivered to Parent or Parent’s counsel true and its Subsidiaries for the most-recently ended Fiscal Quarter, complete copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated audited balance sheet of the Borrower Company and the related consolidated audited statements of income, stockholders’ equity and cash flows of the Company, including information relating to each of its Subsidiaries consolidated Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants, as of and for the end of the Fiscal Year fiscal years ended December 31, 20092006 and December 31, 2005, and the consolidated unaudited balance sheet of the Company and the related statements of income and cash flows of the Borrower Company, as of and its Subsidiaries for such Fiscal Yearthe nine month period ended September 30, copies 2007 (collectively, the “Financial Statements”). Except as set forth on Schedule 3.18(a) of which the Disclosure Schedule, the Financial Statements have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity accordance with GAAP applied on a basis consistent with prior years (past practices of the Company throughout the periods indicated and with each other, except that the unaudited Financial Statements are subject to normal year-end adjustments and do not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company on a consolidated basis, as of the dates, and for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed periods, indicated therein. Except as set forth on Schedule 3.18(a) of the Disclosure Schedule or as set forth in the notes Financial Statements, none of the Company nor any of the Subsidiaries has any liabilities, contingent or otherwise of a type required by GAAP to be reflected in the Financial Statements, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2007 (the “Financial Statement Date”), (ii) liabilities expressly specified on the Disclosure Schedules, (iii) obligations under Contracts and (iv) liabilities that would not be materially adverse to the financial statements)Company and its Subsidiaries, taken as a whole. The Company’s unaudited balance sheet as of the Financial Statement Date shall be referred to as the “Unaudited Balance Sheet”. (cb) Except as set forth on Schedule 5.043.18(b) of the Disclosure Schedule, neither all accounts receivable reflected on the Borrower nor any Unaudited Balance Sheet, and the accounts receivable of the Company and its Subsidiaries has, outstanding as of the Closing Datedate hereof (“Receivables”) (i) are valid, existing and collectible in the ordinary course of business (net of reserves consistent with past practice); provided; however, that this item (i) shall not be deemed to be a guaranty of collection and (ii) represents monies due for goods sold and delivered or services rendered in the ordinary course of business. Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all Receivables in existence on the date hereof are 90 days old or less, and there are no material disputes regarding the collectibility of any material obligation, contingent liability or liability for taxes, long-term leases such Receivables (other than operating leases) immaterial disputes which are otherwise reserved for on the Company’s books or unusual forward or long-term commitment that is not reflected which arise after the date hereof and prior to the Closing Date in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreementordinary course of business). (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) All Purchaser Financial Statements included in Purchaser’s SEC Documents have been made available to Target, and Purchaser will deliver to Target copies of all financial statements, audited and unaudited, of Purchaser prepared subsequent to the date hereof. The interim unaudited financial statements Purchaser Financial Statements (as of the dates thereof and for the Borrower periods covered thereby) (a) are or, if dated after the date of this Agreement, will be in accordance with the books and its Subsidiaries for records of the most-recently ended Fiscal QuarterPurchaser Companies, copies of which are or will be, as the case may be, complete and correct and which have been furnished to each Lenderor will have been, as the case may be, maintained in accordance with good business practices, and (b) present or will present, as the case may be, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition position of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries Purchaser Companies as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date dates indicated and the consolidated results of their operations, changes in shareholders’ equity, and cash flows of the Purchaser Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal recurring year-end adjustments that are not Material). To the Knowledge of Purchaser, (i) the Purchaser Financial Statements do not contain any untrue statement of a Material fact or omit to state a Material fact necessary to make the Purchaser Financial Statements not misleading with respect to the periods covered by them; and (ii) the Purchaser Financial Statements fairly present, in all Material respects, the financial condition, results of operations and cash flow flows of Purchaser as of and for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)periods covered by them. (cb) Purchaser’s external auditor is and has been throughout the periods covered by the Purchaser Financial Statements (i) “independent” with respect to Purchaser within the meaning of Regulation S-X under the 1933 Act and (ii) in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Except as set forth on Schedule 5.04Previously Disclosed, neither the Borrower nor Purchaser’s auditors have not performed any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability non-audit services for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately Purchaser since January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein2003.

Financial Statements. (a) The interim unaudited Company has furnished each Purchaser of any Accepted Notes with the following financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarterstatements, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated identified by a principal financial condition officer of the Borrower and its Subsidiaries as at such dates and the Company: (i) consolidated results balance sheets of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end last day in each of the Fiscal Year ended December 31, 2009, five fiscal years of the 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 related consolidated statements of income income, shareholders' equity and cash flows of the Borrower Company and its Subsidiaries for each such Fiscal Yearyear, copies of which have been furnished certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to each Lender, (i) were prepared in conformity with GAAP Prudential); and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition balance sheets of the Borrower Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date indicated 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 periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 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 accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, shareholders' equity and cash flows fairly present the results of their the operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as flows of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower Company and its Subsidiaries and of the other information projected therein for the periods set forth thereinindicated. There has been no material adverse change in the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been furnished.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of Parent and the Borrower and its Parent Subsidiaries as of the end of the Fiscal Year ended December 31September 30, 20092010, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries three-month periods then ended, as reported in Parent’s Quarterly Report on Form 10-Q for such Fiscal Yearthe quarterly period ended September 30, copies of which have been furnished to each Lender, 2010 (i) were prepared in conformity with GAAP and (iithe “Parent Financial Statements”) fairly present in all material respectsrespects the consolidated financial position of Parent and the Parent Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the respective fiscal periods or as of the date therein set forth, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Borrower and its Subsidiaries Parent Financial Statements (including the related notes, where applicable), as at the date indicated and the consolidated results of their operations respective dates, complied in all material respects with applicable accounting requirements and cash flow for with the period 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 as indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of Parent included in the Parent Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither Parent nor any of the Parent Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of Parent, except for liabilities and obligations that would not, individually or in the financial statements)aggregate, have a Material Adverse Effect on Parent and would not prevent or materially delay Closing. (c) Except The consolidated balance sheet of Parent and the Parent Subsidiaries as set forth of December 31, 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in Parent’s Annual Report on Schedule 5.04Form 10-K for the fiscal year ended December 31, neither 2010 (such financial statements, the Borrower nor any “Parent 2010 Financial Statements”) to be filed with the SEC under the Exchange Act, accompanied by the audit report of its the independent public accountants of Parent, will fairly present in all material respects the consolidated financial position of Parent and the Parent Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessdate thereof, and reflect projections will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the period beginning approximately January 1, 2010 and ending approximately fiscal year ended December 31, 2014 on a Fiscal Year by Fiscal Year basis2010. The Projections are based upon estimates Parent 2010 Financial Statements (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and assumptions stated therein, all of which with the Borrower believes, as published rules and regulations of the Closing DateSEC with respect thereto and each of such statements (including the related notes, to where applicable) will be reasonable prepared in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable all material respect in accordance herewith) andwith GAAP consistently applied, except as of indicated in such statements or in the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinnotes thereto.

Financial Statements. (a) The interim unaudited financial Consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2005, and the related Consolidated statements for of income, retained earnings and cash flows of the Borrower Company and its Subsidiaries for the mostfiscal year then ended, certified by PriceWaterhouseCoopers LLP, and the Consolidated balance sheet of the Company and its Subsidiaries as at September 29, 2005, and the related Consolidated statements of income, retained earnings and cash flows of the Company and its Subsidiaries for the twenty-recently ended Fiscal Quartersix weeks then ended, copies of which have been furnished to each Lender, fairly present present, subject, in all material respectsthe case of said balance sheet as at September 29, subject 2005, and said statements of income, retained earnings and cash flows for the twenty-six weeks then ended, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated Consolidated financial condition of the Borrower Company and its Subsidiaries as at such dates and the consolidated Consolidated results of the operations of the Borrower Company and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of Neither the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower Company nor any of its the Company’s Subsidiaries has, as of the Closing Date, has any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements Financial Statements referred to in clause (ba) above or in the notes thereto and not otherwise permitted by this Agreement. (dc) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the five year period beginning approximately January 1with the fiscal year ending in 2006, 2010 and ending approximately December 31, 2014 on a Fiscal Year year by Fiscal Year year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, Company believed to be reasonable and fair in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) Company at the time of delivery of the Projections and, as of the Closing Datesuch time, reflect the BorrowerCompany’s good faith and reasonable estimates of the future financial performance of the Borrower Company and its Subsidiaries and of the other information projected therein for the periods set forth thereintherein (it being understood that actual results may vary materially from the Projections).

Financial Statements. Prior to the execution of this Agreement, Love has delivered to Purchaser true and complete copies of the following financial statements: (a) The interim unaudited financial statements for the Borrower audited balance sheets of the Company and its Subsidiaries consolidated subsidiaries as of __________________________, and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the most-recently ended Fiscal Quarterfiscal years then ended, copies together with a true and correct copy of which have been furnished to each Lenderthe unqualified report with no exceptions or modifications, fairly present in all material respects, subject but with allowable explanatory language with respect to the absence of footnote disclosure Company's ability to continue as a going concern, on such audited information by _____________________, and normal recurring year-end audit adjustments, all letters from such accountants with respect to the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder.audits; and (b) The the unaudited consolidated balance sheet sheets of the Borrower Company and its Subsidiaries consolidated subsidiaries as of the end of the Fiscal Year ended December 31, 2009_________________, and the related unaudited consolidated statements of income operations, stockholders' equity and cash flows for the portion of the Borrower fiscal year then ended. Except as set forth in the notes thereto and its Subsidiaries for as disclosed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, all such Fiscal Year, copies of which have been furnished to each Lender, financial statements (i) were prepared in conformity accordance with GAAP and on a consistent basis, (ii) fairly present the consolidated financial condition and results of operations of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, and (iii) were compiled from the Books and Records of the Company and the Subsidiaries regularly maintained by management and used to prepare the financial statements of the Company and the Subsidiaries in accordance with the principles stated therein. The Company and the Subsidiaries have maintained their respective Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP, such Books and Records fairly reflect, in all material respects, subject to the absence income, expenses, assets and liabilities of footnote disclosure the Company and normal recurring year-end audit adjustmentsthe Subsidiaries and the Books and Records provided a fair and accurate basis for the preparation of the Audited Financial Statements and the Unaudited Financial Statements. Except for those Subsidiaries listed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations of each Subsidiary are, and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements all periods referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections SECTION 2.09 have been prepared by the Borrower taking into consideration past operations of its businessbeen, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as consolidated with those of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinCompany.

Financial Statements. (a) The interim unaudited As of the Closing Date, the financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarterrelating to Comfort Products Distributing LLC, copies of which a Delaware limited liability company (“Comfort Products”), that have been furnished delivered by Borrower to each Lender, fairly present Administrative Agent are the “Comfort Products Financial Statements” as defined in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition Section 4.09(a) of the Borrower Joint Venture Agreement and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were have been prepared from the books and records of Comfort Products in conformity accordance with GAAP consistently applied during the periods covered thereby (except (A) as otherwise disclosed therein and (B) for failures to be so prepared that would not result in an unfair presentation of the financial position and the results of operations of Comfort Products) and (ii) fairly present in all material respectsrespects the financial position and the results of operations of Comfort Products as of the dates and during the periods therein. (b) As of the Closing Date, the financial statements relating to Borrower and the Division Entities that have been delivered by Borrower to Administrative Agent are the “Financial Statements” as defined in Section 3.08(a) of the Joint Venture Agreement and (i) have been prepared from the books and records of the Borrower and the Division Entities (except (A) as otherwise disclosed therein and (B) for failures to be so prepared that would not result in an unfair presentation of the financial position and the results of operations of the Borrower and the Division Entities, in the aggregate, on the basis of presentation outlined in the Financial Statements); (ii) have been prepared in the manner set forth in Financial Statements; and (iii) fairly present in all material respects the financial position and the results of operations of Borrower and the Division Entities, in the aggregate, on the basis of presentation outlined in the Financial Statements. (c) All historical financial statements relating to the Loan Parties and their Subsidiaries (except in all cases, the financial statements referenced in the foregoing Sections 4.9(a) and 4.9(b)) that have been delivered by Borrower to Administrative Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to the absence of footnote disclosure and normal recurring year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the Borrower date thereof and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)then ended. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited BioLite has provided to the Parent and BioKey audited consolidated financial statements of BioLite (including any related notes thereto) for the Borrower fiscal years ended December 31, 2016 and its Subsidiaries for 2015 (the most-recently ended Fiscal Quarter, copies of “BioLite Audited Financial Statements”) which have been furnished to each Lender, prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of BioLite at the Borrower and its Subsidiaries as at such respective dates thereof and the consolidated results statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein. The BioLite Interim Financial Statements, provided to the Parent, will have been prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present in all material respects the consolidated financial position of BioLite as of the respective dates thereof and the consolidated statements of operations of the Borrower and its Subsidiaries cash flows for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderperiods indicated therein (subject to normal period-end adjustments). (b) The unaudited consolidated balance sheet BioLite does not have any liabilities of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31any nature, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, except liabilities that (i) were prepared will be accrued or reserved against in conformity with GAAP the BioLite Interim Financial Statements, when provided to Parent and BioKey, or will be reflected in the notes thereto, (ii) fairly present were incurred in all material respects, subject to the absence ordinary course of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at business since the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the such financial statements). , (ciii) Except as set forth on Schedule 5.04, neither are incurred in connection with the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted transactions contemplated by this Agreement. , (div) The Projections have been prepared by discharged or paid in full prior to the Borrower taking into consideration past operations date of its this Agreement in the ordinary course of business, and reflect projections for or (v) would not, or would not reasonably be expected to, individually or in the period beginning approximately January 1aggregate, 2010 and ending approximately December 31, 2014 on have a Fiscal Year by Fiscal Year basisBioLite Material Adverse Effect. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as Section 3.7(b) of the Closing DateBioLite Schedule of Exceptions sets forth a list of all outstanding debt for money borrowed, to be reasonable the applicable lender, interest rate and the applicable payment dates except for obligations issued, undertaken or assumed as the deferred purchase price of property or services, including without limitation any operating lease or capital lease, that do not exceed $25,000 in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinaggregate.

Financial Statements. (a) ML has previously delivered, or will deliver, to Sovereign the ML Regulatory Reports. The interim unaudited financial statements for ML Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the Borrower periods covered by such statements, and its Subsidiaries for the most-recently ended Fiscal Quarterfairly present, copies of which have been furnished to each Lender, or will fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsfinancial position, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations and changes in shareholders' equity of the Borrower ML as of and its Subsidiaries for the period periods ended on such datesthe dates thereof, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderapplicable regulatory accounting principles applied on a consistent basis. (b) ML has previously delivered to Sovereign the ML Financials. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31ML Financials have been, 2009or will be, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of ML as of and for the periods ending on the dates thereof, in accordance with generally accepted accounting principles applied on a consistent with prior years (basis, except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)as noted therein. (c) Except as set forth on Schedule 5.04At the date of each balance sheet included in the ML Financials or the ML Regulatory Reports, neither ML nor Main Line Bank (as the Borrower nor case may be) had, or will have any liabilities, obligations or loss contingencies of its Subsidiaries hasany nature (whether absolute, as of the Closing Date, any material obligationaccrued, contingent liability or liability for taxes, long-term leases (other than operating leasesotherwise) or unusual forward or long-term commitment that is not of a type required to be reflected in such ML Financials or ML Regulatory Reports or in the financial statements referred to footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in clause (b) above a footnote thereto, except for liabilities, obligations and loss contingencies which are not otherwise permitted by this Agreement. (d) The Projections have been prepared by material in the Borrower taking into consideration past operations aggregate and which are incurred in the ordinary course of its business, consistent with past practice and reflect projections except for liabilities, obligations and loss contingencies which are within the period beginning approximately January 1subject matter of a specific representation and warranty herein and subject, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all in the case of which the Borrower believes, as of the Closing Dateany unaudited statements, to be reasonable in light normal, recurring audit adjustments and the absence of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinfootnotes.

Financial Statements. (a) The interim audited consolidated and consolidating balance sheet of the Parent and its Subsidiaries for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Consolidated Parties 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. (b) The unaudited consolidated balance sheet of the Parent 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 period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated Parties as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) The consolidated and consolidating pro forma balance sheet of the Borrower and its Subsidiaries as the date of the formation of the Parent, and the related consolidated and consolidating pro forma statements for of income and cash flows of the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarterperiod covered thereby, with a Financial Officer Certification, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such dates date and the consolidated and consolidating pro forma results of the operations of the Borrower and its Subsidiaries for the period ended on such datesperiod, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been annual operating budget consisting of statements of income or operations and cash flows and other information for each of the Unencumbered Pool Properties (or any Real Estate Assets or other properties proposed to be included as Unencumbered Pool Properties) supporting pro forma covenant compliance calculations hereunder and delivered prior to the Closing Date or otherwise pursuant to Section 7.1(d) were prepared by in good faith on the Borrower taking into consideration past operations basis of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable assumptions were fair in light of current the conditions existing at the time of delivery of such statements or other information, and current facts known to represented, at the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) andtime of delivery, as of the Closing Date, reflect the Borrower’s good faith estimates reasonable estimate of the future financial performance of the Borrower and its Subsidiaries and of the income, operations or cash flows for such Unencumbered Pool Properties (or other information projected therein for the periods set forth thereinReal Estate Assets or other properties).

Financial Statements. (a) The interim unaudited audited financial statements for and unaudited interim financial statements of Parent included or incorporated by reference in the Borrower Parent Securities Documents, as of their respective dates, and its Subsidiaries for giving effect to any amendments or supplements thereto filed prior to the most-recently ended Fiscal Quarterdate of this Agreement, copies comply as to form with the then applicable accounting requirements and applicable Canadian Securities Laws and the rules and regulations of which have been furnished to each Lenderthe SEC (if applicable) with respect thereto, were prepared in accordance with IFRS applied on a consistent basis, and fairly present present, in all material respects, subject the financial position of Parent as of the dates thereof and its results of operations, changes in shareholders’ equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies none of which have been furnished and are reasonably likely to be material to Parent). The financial statements of Parent included in each Lenderpublicly available final registration statement, prospectus, report, form, schedule, release or proxy material to be filed with the SEC (iif applicable) were prepared in conformity or the Canadian Securities Commissions pursuant to applicable Canadian Securities Laws or federal or state securities Laws after the date hereof until the Effective Time will comply, as of their respective dates of filing with GAAP and the SEC (iiif applicable) fairly present or the Canadian Securities Commissions, as the case may be, in all material respects, subject to respects with accounting requirements and the absence of footnote disclosure published rules and normal recurring year-end audit adjustments, the consolidated financial condition regulations of the Borrower SEC (if applicable) or the Canadian Securities Commissions, as applicable with respect thereto, will be prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and its Subsidiaries will fairly present the financial position of Parent as at of the date indicated dates thereof and the consolidated results of their operations and cash flow flows for the period indicated periods then ended (subject, in conformity the case of unaudited statements, to normal year-end audit adjustments which are not, individually or in the aggregate, expected to be material). Except as reflected or reserved against in the balance sheet of Parent dated December 31, 2013 filed by Parent with GAAP applied the Canadian Securities Commission (including the notes thereto, the “Parent Balance Sheet”), Parent does not have any liabilities (absolute, accrued, contingent or otherwise) which are required by IFRS to be set forth on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed balance sheet of Parent or in the notes to the financial statements). (c) Except as set forth on Schedule 5.04thereto, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above liabilities and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately obligations incurred since December 31, 2014 2013 in the ordinary course of business which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinParent.

Financial Statements. (a) The interim unaudited audited financial statements of the Acquired Fund for the Borrower fiscal year ended December 31, 2005, have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied and its Subsidiaries for the most-recently ended Fiscal Quarter, have been audited by Deloitte & Touche LLP . True and complete copies of which such statements have been furnished to each Lender, PVC. Such statements fairly present in all material respects, subject to reflect the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower Acquired Fund as of such date and its Subsidiaries the results of operations and changes in net assets for the period ended on periods indicated, and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such dates, all date that are required to be disclosed but are not disclosed in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim such statements. The unaudited financial statements of the Acquired Fund for the Fiscal Quarter six months ended March 31June 30, 2010 as required hereunder. (b) The unaudited consolidated balance sheet 2006 have been prepared in accordance with accounting principles generally accepted in the United States of the Borrower America consistently applied by WMVT. True and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, complete copies of which such statements have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) PVC. Such statements fairly present in all material respects, subject to reflect the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition and the results of operations of the Borrower and its Subsidiaries Acquired Fund as at the of such date indicated and the consolidated results of their operations and cash flow changes in net assets for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which periods indicated, and there are no liabilities of the Borrower’s Accountants shall concur Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that shall have been are required to be disclosed but are not disclosed in the notes to the financial such statements). (c) Except as set forth on Schedule 5.04. There are no liabilities of any Acquired Fund, neither the Borrower nor any of its Subsidiaries haswhether actual or contingent and whether or not determined or determinable, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) liabilities disclosed or unusual forward or long-term commitment that is not reflected provided for in the financial statements of the Acquired Fund referred to above, liabilities incurred in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations ordinary course of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately business subsequent to December 31, 2014 on a Fiscal Year 2005, liabilities previously disclosed to and accepted by Fiscal Year basis. The Projections are based upon estimates PVC and assumptions stated thereinliabilities which in the aggregate have not been and will not be materially adverse to the financial condition, all results of which the Borrower believesoperations, as business or assets of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinAcquired Fund.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject Company has delivered to the absence of footnote disclosure and normal recurring year-end audit adjustmentsBuyer the following financial statements, the attached as Schedule 3.09(a) hereto: (i) audited consolidated financial condition balance sheet of the Borrower Company and its the Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March December 31, 2010 and audited consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheets of the Company and the Subsidiaries as required hereunderof June 30, 2011 (the “Latest Balance Sheet”), and the related statements of operations and cash flows for the fiscal year and the six (6) months then ended (collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (b) The unaudited consolidated balance sheet of Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009periods covered thereby, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) present fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as relevant entities at the date indicated dates of said statements and the consolidated results of their operations and cash flow flows for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period indicated covered thereby, except that they do not contain the materials and disclosures to be found in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)statements prepared in accordance with GAAP, nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 5.043.09(c) hereto, neither the Borrower Company nor any Subsidiary has any liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) liabilities incurred in the ordinary course of its Subsidiaries has, as business since the date of the Closing Date, any material obligation, contingent liability Latest Balance Sheet; (iii) liabilities incurred in connection with the transactions contemplated hereby; (iv) liabilities arising under Contracts or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected matters otherwise set forth in the financial statements referred to in clause Schedules hereto; and (biv) above and not otherwise permitted by this Agreementthe Transaction Expenses. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. Attached hereto as SCHEDULE 2.6 is (a) The interim NaviCyte's unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31June 30, 2009, 1998 and the related statements of income operations, changes in stockholders' equity and cash flows for the nine (9) month period ended June 30, 1998 and (b) NaviCyte's unaudited balance sheet as of September 30, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the twelve (12) month period then ended. The unaudited balance sheet at June 30, 1998 is hereinafter referred to as the "NAVICYTE BALANCE SHEET," and all such financial statements are hereinafter referred to collectively as the "NAVICYTE FINANCIAL STATEMENTS." The NaviCyte Financial Statements have been prepared on a consistent basis during the periods involved, are in accordance with NaviCyte's books and records, and fairly present the financial position of NaviCyte and the results of its operations as of the Borrower dates and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, periods indicated thereon. At the consolidated financial condition date of the Borrower NaviCyte Balance Sheet (the "NAVICYTE BALANCE SHEET DATE") and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligationNaviCyte had and has no liabilities or obligations, secured or unsecured (whether accrued, abso- lute, contingent liability or liability for taxesotherwise - collectively, long-term leases (other than operating leases"LIABILITIES") or unusual forward or long-term commitment that is not reflected on the NaviCyte Balance Sheet except for Liabilities (x) as may have arisen in the financial statements referred ordinary course of business prior to in clause the date of the NaviCyte Balance Sheet and which, under generally accepted accounting principles (b) above and "GAAP"), would not otherwise permitted by this Agreement. (d) The Projections have been prepared by required to be reflected on the Borrower taking into consideration past operations NaviCyte Balance Sheet and (y) incurred in the ordinary course of its business, and reflect projections for business since the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as date of the Closing DateNaviCyte Balance Sheet which are usual and normal in amount, to be reasonable but in light any event not greater than $50,000.00 in the aggregate (inclusive of current conditions clauses (x) and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereiny)).

Financial Statements. (a) The interim unaudited financial statements for the Borrower pro forma consolidated balance sheet of Richton and its Subsidiaries as of March 31, 1999 (collectively, the "Pro Forma Balance Sheets") furnished to Agent on or prior to the Closing Date reflects the consummation of the Transactions and, assuming that the Transactions had closed on or prior to such date, fairly presents the financial condition of Richton and its Subsidiaries as of such date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as fairly presenting the financial condition of Richton and its Subsidiaries by the Chief Financial Officer of Richton, on behalf of Borrowers. The Pro Forma Balance Sheets, including the related schedules and notes thereto, if any, have been prepared, in accordance with GAAP, consistently applied, except as may be disclosed therein. (b) The forty-eight (48) month cash flow projections of Richton and its Subsidiaries, a copy of which are attached hereto as Exhibit 5.5(b) (the "Projections"), were prepared by the Chief Financial Officer of Richton, are based on underlying assumptions which provide a reasonable basis for the most-recently projections contained therein and reflect Richton's judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheets, are referred to as the "Pro Forma Financial Statements". Notwithstanding the foregoing, actual results may vary and the Projections are subject to numerous uncertainties and risks, including, without limitation, general economic and climatic conditions in the markets in which Richton and its Subsidiaries operate and fluctuation in the demand for their products and services. (c) The consolidated balance sheet of Richton and its Subsidiaries as of December 31, 1998, and the related consolidated statements of income, changes in stockholder's equity, and changes in cash flow for the period ended Fiscal Quarteron such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been furnished delivered to each LenderAgent, have been prepared in accordance with GAAP, consistently applied and present fairly present in all material respects, subject to the absence financial position of footnote disclosure Borrowers at such date and normal recurring year-end audit adjustments, the consolidated financial condition results of the Borrower their operations for such period. The (i) unaudited consolidating balance sheets of Richton and its Subsidiaries as at such dates of December 31, 1998 and the consolidated results related consolidating statements of the operations of the Borrower and its Subsidiaries income for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(adate and (ii) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated and consolidating balance sheet sheets of the Borrower Richton and its Subsidiaries as of the end of the Fiscal Year ended December March 31, 2009, 1999 and the related consolidated and consolidating statements of income and cash flows of for the Borrower and its Subsidiaries for period ended on such Fiscal Yeardate, copies of which have been furnished delivered to each LenderAgent, (i) were have been prepared in conformity accordance with GAAP and GAAP, consistently applied (ii) fairly present in all material respects, subject to normal year end adjustments and the absence of footnote disclosure financial statement footnotes) and normal recurring year-end audit adjustments, present fairly the consolidated financial condition position of the Borrower Richton and its Subsidiaries as at the such date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have such period. Since March 31, 1999, there has been disclosed no material adverse change in the notes to the financial statements). (c) Except as set forth on Schedule 5.04condition, neither the Borrower nor operations, assets, business or prospects of Richton or any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementSubsidiaries. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. Complete copies of the consolidated audited financial statements of UGC and its subsidiaries consisting of the balance sheet as at December 31 in each of the years 2019 and 2020 and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (a) The interim the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Business as at November 30, 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the Borrower eleven (11) month period then ended (the “Interim Financial Statements” and its Subsidiaries for together with the mostAudited Financial Statements, the “Financial Statements”) are included in the Disclosure Schedules. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring month-recently ended Fiscal Quarter, copies end adjustments (the effect of which have been furnished to each Lenderwill not be materially adverse) and except as set forth in Schedule 4.04, fairly present in all material respects, subject to the absence of footnote disclosure notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Audited Financial Statements are based on the Books and normal recurring year-end audit adjustments, Records of UGC and its subsidiaries and fairly present the consolidated financial condition of the Borrower UGC and its Subsidiaries subsidiaries as at such of the respective dates they were prepared and the consolidated results of the operations of the Borrower UGC and its Subsidiaries subsidiaries for the period ended periods indicated. The Interim Financial Statements are based on such datesthe Books and Records of the Business, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until and fairly present the time financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) periods indicated. The unaudited consolidated balance sheet of the Borrower UGC and its Subsidiaries subsidiaries as of the end of the Fiscal Year ended December 31, 20092020, is referred to herein as the “Balance Sheet” and the related statements of income date thereof as the “Balance Sheet Date” and cash flows the balance sheet of the Borrower Business as of November 30, 2021, is referred to herein as the “Interim Balance Sheet” and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and thereof as the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) “Interim Balance Sheet Date”. Except as set forth on in Schedule 5.044.04, neither the Borrower nor any UGC maintains a standard system of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections accounting for the period beginning approximately January 1, 2010 Business established and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable administered in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.with GAAP. ‌

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of Company and the Borrower and its Company Subsidiaries as of the end of the Fiscal Year ended December 31September 30, 20092010, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for such Fiscal Yearthe quarterly period ended September 30, copies of which have been furnished to each Lender, 2010 (i) were prepared in conformity with GAAP and (iithe “Company Financial Statements”) fairly present in all material respectsrespects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the date therein set forth, except the Company Financial Statements do not contain footnotes and are subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Borrower and its Subsidiaries Company Financial Statements (including the related notes, where applicable), as at the date indicated and the consolidated results of their operations respective dates, complied in all material respects with applicable accounting requirements and cash flow for with the period 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 as indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of the Company and the Company Subsidiaries included in the Company Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither the Company nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of the financial statements)Company and the Company Subsidiaries, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Company Subsidiaries and would not prevent or materially delay Closing. (c) Except The consolidated balance sheet of the Company and the Company Subsidiaries as set forth of December 31, 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in the Company’s Annual Report on Schedule 5.04Form 10-K for the fiscal year ended December 31, neither 2010 (such financial statements, the Borrower nor any “Company 2010 Financial Statements”) to be filed with the SEC under the Exchange Act, accompanied by the audit report of its the independent public accountants of the Company, will fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessdate thereof, and reflect projections will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of the Company and the Company’s subsidiaries for the period beginning approximately January 1, 2010 and ending approximately fiscal year ended December 31, 2014 on a Fiscal Year by Fiscal Year basis2010. The Projections are based upon estimates Company 2010 Financial Statements (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and assumptions stated therein, all of which with the Borrower believes, as published rules and regulations of the Closing DateSEC with respect thereto and each of such statements (including the related notes, to where applicable) will be reasonable prepared in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable all material respect in accordance herewith) andwith GAAP consistently applied, except as of indicated in such statements or in the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinnotes thereto.

Financial Statements. (a) The interim unaudited financial statements for the consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2007, and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the most-recently ended Fiscal QuarterYear then ended, and the accompanying footnotes, together with the unqualified opinion thereon of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to each Lenderthe Administration Agent and the Syndication Parties, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the consolidated operations of the Borrower and its Subsidiaries for the period ended on periods covered by such datesstatements, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March GAAP consistently applied. Since August 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of 2007, there has been no material adverse change in the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31financial condition, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04operations, neither the business or prospects of Borrower nor or any of its Subsidiaries has, as Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is but are not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2007. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administration Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information projected therein for information, exhibits and reports furnished to the periods set forth thereinAdministration Agent and/or the Syndication Parties.

Financial Statements. (a) The interim unaudited financial statements for On or prior to the Borrower Effective Date, the Company has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2008, and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the most-recently ended Fiscal Quarterfiscal year then ended, copies setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of which have been furnished to each Lenderindependent certified public accountants of recognized national standing stating that such financial statements present fairly, fairly present in all material respects, subject to the absence consolidated financial position and results of footnote disclosure operations of the Company and normal recurring its consolidated Subsidiaries as at the end of, and for, such fiscal year-end audit adjustments. All such financial statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all material respects, the consolidated financial condition of the Borrower position and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower Company and its consolidated Subsidiaries for the period ended on such dates, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until consistently applied, as at the time for end of, and for, the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderrespective periods covered thereby. (b) The unaudited On or prior to the Availability Date, Parent has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as of the end of the Fiscal Year ended at December 31, 20092008, and the related consolidated statements of income income, stockholders’ equity and cash flows of the Borrower Parent and its consolidated Subsidiaries for the fiscal year then ended, setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such Fiscal Yearfinancial statements present fairly, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence consolidated financial position and results of footnote disclosure operations of Parent and normal recurring its consolidated Subsidiaries as at the end of, and for, such fiscal year-end audit adjustments. All such financial statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all material respects, the consolidated financial condition position and results of the Borrower operations of Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the date indicated end of, and for, the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)respective periods covered thereby. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is There has not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreementbeen a Material Adverse Change. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. The Borrower has furnished to Agent: (a) The interim the unaudited financial statements for consolidated balance sheet of the Borrower and its Subsidiaries as of the close of business on Balance Sheet Date and the related unaudited consolidated statement of income and cash flow as of the close of business on Balance Sheet Date certified by the chief financial officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent, (b) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties for the most-recently ended Fiscal Quarterperiod ending on the Balance Sheet Date, copies reasonably satisfactory in form to the Agent and certified by the chief financial officer, treasurer or other senior financial officer of which the REIT reasonably acceptable to Agent as fairly presenting the Net Operating Income for such Unencumbered Properties for such periods, and (c) certain other financial information relating to the Borrower, the Guarantors, if any, and the Real Estate (including, without limitation, the Unencumbered Properties). Such balance sheet and statements have been furnished to each Lender, prepared in accordance with GAAP and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at of such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respectsperiods, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsadjustments and the absence of footnotes. There are no liabilities, the consolidated financial condition contingent or otherwise, of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor or any of its Subsidiaries has, as of the Closing Date, any involving material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment amounts that is not reflected are required by GAAP to be disclosed in the such financial statements referred to that are not disclosed in clause (b) above said financial statements and not otherwise permitted by this Agreementthe related notes thereto. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial Sellers have provided to Purchaser true and complete copies of (i) the audited balance sheet as of, and related statements for the Borrower year then ended on, December 31, 2012, December 31, 2013 and its Subsidiaries December 31, 2014 for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (the “Audited Financial Statements”) and (ii) (A) the unaudited balance sheet as of, and related unaudited income statement for the most-recently year then ended Fiscal Quarteron, copies December 31, 2012, December 31, 2013 and December 31, 2014 for Trayport, Inc., (B) the unaudited balance sheet as of which have been furnished to each LenderJune 30, fairly present in all material respects, subject to the absence of footnote disclosure 2015 and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries related unaudited income statement for the six (6) month period then ended on such datesfor Trayport, all in conformity with GAAPInc., provided that this Section 5.04(aand (C) shall not apply until the time for the delivery unaudited balance sheet as of the interim June 30, 2015 and related unaudited financial income statements for the Fiscal Quarter six (6) month period then ended March 31for each of GFI TP Ltd., 2010 as required hereunderTrayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (collectively, the “Unaudited Financial Statements” and together with the Audited Financial Statements, the “Business Financial Information”). (b) The unaudited consolidated balance sheet Business Financial Information has been prepared from the books and records of the Borrower Trayport Companies. Subject to the absence of footnotes and its Subsidiaries other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business) with respect to the Unaudited Financial Statements, the Business Financial Information, except as of otherwise indicated therein, has been prepared in accordance with the end of Applicable Accounting Standards, consistently applied within the Fiscal Year ended December 31, 2009applicable period, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) respect to the Business Financial Information of Trayport, Inc., fairly present presents, in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition and the results of the Borrower and its Subsidiaries operations of Trayport, Inc. as at the date indicated respective dates and the consolidated results of their operations and cash flow for the period indicated in conformity covered by such Business Financial Information; (ii) with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes respect to the financial statements)Business Financial Information of GFI TP Ltd., Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the state of affairs of such applicable Trayport Company, and its respective assets and liabilities as at the respective dates and for the periods covered by such Business Financial Information; and (iii) with respect to the Business Financial Information of Trayport PTE Ltd., gives a true and fair view of the state of affairs of Trayport PTE Ltd. as at the respective dates and for the periods covered by such Business Financial Information. (c) Except as set forth on Schedule 5.04To the Knowledge of Sellers, neither the Borrower nor no Trayport Company has any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (Liabilities other than operating leases(i) Liabilities reflected or unusual forward or long-term commitment that is not reflected reserved in the unaudited financial statements referred to in clause Section 4.9(a)(ii)(B) or Section 4.9(a)(ii)(C), (bii) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by Liabilities incurred in the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately Ordinary Course after December 31, 2014 on 2014, (iii) Liabilities incurred in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to which a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, Trayport Company is a party as of the Closing Datedate hereof (excluding Liabilities for breach, to be reasonable non-performance or default), and (v) Liabilities that, in light of current conditions and current facts known the aggregate, are not material to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinBusiness.

Financial Statements. (a) The interim unaudited financial statements for Except as set forth on Schedule 6.06(a), the Borrower and its Subsidiaries for balance sheets (including, if applicable, the most-recently ended Fiscal Quarterconsolidated balance sheets) included in the Audited Financial Statements fairly present, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated (if applicable) financial condition position of the Borrower and its Subsidiaries as at such dates Companies and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Company Subsidiaries as of the end of the Fiscal Year ended December 31, 2009their respective dates, and the other related statements of income and cash flows of included in the Borrower and its Subsidiaries for such Fiscal YearAudited Financial Statements fairly present, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition results of the Borrower and its Subsidiaries as at the date indicated Companies’ and the Company Subsidiaries’ consolidated results of their (if applicable) operations and cash flow flows for the period indicated periods indicated, in conformity each case in accordance with GAAP IFRS (excluding Judbury) applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)years. (cb) Except as set forth on Schedule 5.046.06(b), neither the Borrower nor any consolidated balance sheets of its Subsidiaries hasGAHF Cayman and Xxxxx and the balance sheets of Aviation and Judbury included in the Unaudited Financial Statements fairly present, in all material respects, the consolidated (if applicable) financial position of the Companies as of their respective dates. The consolidated income statements of GAHF Cayman and Xxxxx and the Closing Dateincome statements of Aviation and Judbury fairly present, any in all material obligationrespects, contingent liability or liability the consolidated (if applicable) results of the Companies’ operations for taxesthe periods indicated. The Unaudited Financial Statements are prepared for management reporting purposes, long-term leases (exclude up to date provisions for Taxes and other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted explanatory notes required by this AgreementIFRS. (dc) The Projections have been prepared by Other than provisions for Taxes, which are not provided for in the Borrower taking into consideration past operations Unaudited Financial Statements, there are no material liabilities, Indebtedness, debts or obligations relating to any Company or any Company Subsidiaries of its businessany nature (including any liabilities, accruals or provisions associated with any Aircraft or any Lease), whether accrued or otherwise, and reflect projections there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability, Indebtedness, debt or obligation, except for the period beginning approximately January 1liabilities, 2010 and ending approximately December 31Indebtedness, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods debts or obligations set forth thereinon Schedule 6.06(b), Schedule 6.06(c) or reflected on the most recent Unaudited Balance Sheet or which, in the case of Judbury, will be discharged and released at Closing.

Financial Statements. (a) The interim unaudited financial statements State Bancorp’s Annual Report on Form 10-K for the Borrower year ended December 31, 2010 filed with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) sets forth the consolidated balance sheets of State Bancorp as of December 31, 2010 and its Subsidiaries 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the most-recently periods ended Fiscal QuarterDecember 31 in each of the three years 2008 through 2010, copies accompanied by the audit report of which State Bancorp’s independent public accountants (collectively, the “State Bancorp Financial Statements”). The State Bancorp Financial Statements (including the related notes), have been furnished to each Lenderprepared in accordance with GAAP consistently applied during the periods involved, and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of State Bancorp as of the Borrower respective dates set forth therein, and its Subsidiaries as at such dates the related consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of the operations and changes in shareholders’ equity and of the Borrower and its Subsidiaries cash flows of State Bancorp for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderrespective fiscal periods set forth therein. (b) The unaudited consolidated balance sheet books and records of the Borrower State Bancorp and its Significant Subsidiaries as of the end of the Fiscal Year ended December 31, 2009have been and are being maintained in material compliance with applicable legal and accounting requirements, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)reflect only actual transactions. (c) Except as set forth on in the State Bancorp Disclosure Schedule 5.04and except to the extent reflected, disclosed or reserved against in the State Bancorp Financial Statements, as of December 31, 2010, neither the Borrower State Bancorp nor any of its Significant Subsidiaries hashad any obligations or liabilities, whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of State Bancorp or any of its Significant Subsidiaries and which are required by GAAP to be disclosed in the State Bancorp Financial Statements. Except as disclosed in State Bancorp’s earnings press release for the quarter ended March 31, 2011, included as an exhibit to its current report on Form 8-K filed with the SEC on April 15, 2011, or as set forth in the State Bancorp Disclosure Schedule, since December 31, 2010 and to the date hereof, neither State Bancorp nor any of the Closing Date, its Significant Subsidiaries have incurred any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected liabilities except in the financial statements referred to ordinary course of business and consistent with past banking practice, except as specifically contemplated by or incurred in clause (b) above and not otherwise permitted by connection with this Agreement. (d) The Projections have State Bancorp Disclosure Schedule includes a copy of State Bancorp’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2010 which includes information regarding “off-balance sheet arrangements” effected by State Bancorp. (e) Xxxxx Xxxxxxx LLP, which has expressed its opinion with respect to the financial statements of State Bancorp and its subsidiaries (including the related notes), is and has been prepared throughout the periods covered by such financial statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the Borrower taking into consideration past operations Xxxxxxxx-Xxxxx Act of 2002 “Xxxxxxxx-Xxxxx Act”), and (y) “independent” with respect to State Bancorp within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. The State Bancorp Disclosure Schedule lists all non-audit services performed by Xxxxx Xxxxxxx LLP (or any other of its business, then independent public accountants) for State Bancorp and reflect projections for the period beginning approximately its Significant Subsidiaries since January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein2008.

Financial Statements. The Representative has delivered to Buyer: (a) The interim unaudited financial a consolidated balance sheet of the Company as at December 31, 2005, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the Borrower and its Subsidiaries for fiscal year then ended, together with the most-recently ended Fiscal Quarterreport thereon of Punongbayan & Araullo (a Member of Xxxxx Xxxxxxxx International) (“P&A”), copies of which have been furnished to each Lenderindependent certified public accountants, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The a consolidated balance sheet of the Company as at December 31, 2006 (including the notes thereto, the “Balance Sheet”), and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the fiscal year then ended, together with the report thereon of P&A, independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries Company as of at June 30, 2007 (the end of the Fiscal Year ended December 31, 2009, “Interim Balance Sheet”) and the related unaudited consolidated statements of income income, changes in stockholders’ equity, and cash flows for the 5 months then ended. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Borrower Acquired Companies as at the respective dates of and its Subsidiaries for the periods referred to in such Fiscal Yearfinancial statements, copies all in accordance with GAAP, subject, in the case of which have been furnished interim financial statements, to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsadjustments (the effect of which will not, individually or in the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated aggregate, be materially adverse) and the consolidated results absence of their operations and cash flow for notes (that, if presented, would not differ materially from those included in the period indicated Balance Sheet). The financial statements referred to in conformity with GAAP applied on a basis this Section 6(d) reflect the consistent with prior years (application of such accounting principles throughout the periods involved, except for changes with which the Borrower’s Accountants shall concur and that shall have been as disclosed in the notes to the such financial statements). (c) Except . No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company. Any financial or other projections delivered to Buyer represent the Sellers’ and the Company’s best estimates and assumptions as set forth on Schedule 5.04to future performance of the Acquired Companies, neither which the Borrower nor any of its Subsidiaries has, Sellers and the Company believe to be fair and reasonable as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected time made in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinreasonably foreseeable business conditions.

Financial Statements. (ai) The interim unaudited financial All reports, schedules, forms, statements for and other documents that were required to be filed prior to the Borrower date hereof by PHMD with the SEC pursuant to the reporting requirements of the Exchange Act, as amended, are referred to herein as the “SEC Documents.” All such SEC Documents are available on the XXXXX system. As of their respective dates, the disclosures and its Subsidiaries for other information within the most-recently ended Fiscal Quarter, copies of which have been furnished SEC Documents that related to each Lender, fairly present the Radiancy Business or the Radiancy Business Assets complied in all material respectsrespects with the requirements of the Exchange Act or the Securities Act, subject as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the absence SEC Documents, and none of footnote disclosure the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact related to the Radiancy Business or the Radiancy Business Assets or omitted to state a material fact related to the Radiancy Business or the Radiancy Business Assets required to be stated therein or necessary in order to make the statements therein with respect to the Radiancy Business and/or the Radiancy Business Assets, in light of the circumstances under which they were made, not misleading. (ii) The Radiancy Group Financial Statement (including the notes thereto, if any) has been prepared as to Radiancy, in accordance with GAAP and normal recurring year-end audit adjustmentsas to the Radiancy Foreign Subsidiaries in accordance with International Financial Reporting Standards (“IFRS”) applicable to such Radiancy Foreign Subsidiaries; in each case, applied on a consistent basis throughout the consolidated periods covered thereby and fairly presents in all material respects the assets and liabilities of the Radiancy Group and the financial condition of the Borrower Radiancy Business and its Subsidiaries results of operations as at of such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesperiods specified; provided, all in conformity with GAAPhowever, provided that this Section 5.04(a) shall the unaudited Radiancy Group Financial Statements lack footnotes and other presentation items required by GAAP or IFRS and are subject to normal year-end adjustments, the effect of which is not apply until material to the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderpresentation thereof. (biii) The unaudited Adjusted Working Capital of the Radiancy Group as at December 31, 2015, as reflected on Schedule 3.4(iii) to the Radiancy Disclosure Schedules, has been prepared in accordance with GAAP or IRFS (as applicable) applied on a consistent basis with the balance sheets of the Radiancy Group for prior periods and fairly presents in all material respects assets and liabilities of the Radiancy Group and its Adjusted Working Capital as at December 31, 2015. (iv) As soon as practicable and prior to the Closing Date, PHMD shall cause to be audited (as to Radiancy, in accordance with GAAP and as to the Radiancy Foreign Subsidiaries in accordance with IFRS applicable to such Radiancy Foreign Subsidiaries), by the independent accountants for PHMD, (A) the balance sheet of the Company, (B) the consolidated balance sheet of the Borrower Radiancy Group as at December 31, 2015, (C) the statement of operations, statement of cash flows and its Subsidiaries as statement of shareholders equity of the end Company, and (D) the consolidated statement of operations, statement of cash flows and statement of shareholders equity of the Fiscal Year Radiancy Group for the twelve months ended December 31, 20092015, including applicable footnotes and schedules thereto (collectively, the related statements of income “2015 Combined Financial Statements”). Such 2015 Combined Financial Statements shall be delivered to PHMD and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject DSKX prior to the absence of footnote disclosure Closing Date and normal recurring year-end audit adjustments, included in the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow PHMD Proxy Statement for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur PHMD Stockholders Meeting and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections DSKX Proxy Statement for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinDSKX Stockholders Meeting.

Financial Statements. (a) The interim historical audited financial statements of Borrower on a consolidated basis for its most recently completed Fiscal Year, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of Borrower on a consolidated basis for that portion of its current Fiscal Year ended with its most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the related statements of income, changes in stockholder’s equity and changes in cash flow for the Borrower and its Subsidiaries for fiscal periods ended on such date, (collectively, the most-recently ended Fiscal Quarter“Historical Financial Statements”), copies of which have been furnished delivered to each LenderAgent, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such Accountants have concurred) and present fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition position of the Borrower and its Subsidiaries as on a consolidated basis at such dates and the consolidated results of its operations for such periods. Since the operations last day of the Borrower’s most recently completed Fiscal Year, there has been no change in the condition, financial or otherwise, of Loan Parties as shown on the balance sheet of Borrower on a consolidated basis of such date and its Subsidiaries for no change in the period ended on such datesaggregate value of machinery, all equipment and Real Property owned by them, except changes in conformity with GAAPthe Ordinary Course of Business, provided that this Section 5.04(a) shall not apply until none of which individually or in the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderaggregate has had a Material Adverse Effect. (b) The unaudited consolidated balance sheet one year cash flow projections (presented on a monthly basis) of the Borrower on a consolidated basis and its Subsidiaries their projected balance sheets as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Original Closing Date, any material obligationfurnished to Agent on the Original Closing Date (the “Projections”), contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been were prepared by the chief financial officer of Borrower taking into consideration past operations of its businessRepresentative, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect projections Loan Parties’ collective judgment based on present circumstances of the most likely set of conditions and course of action for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinperiod.

Financial Statements. (a) The interim unaudited financial statements for the Borrower Keep, and cause each of its Subsidiaries for the most-recently ended Fiscal Quarterto keep, copies adequate records and books of account with respect to its business activities in which have been proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and cause to be prepared and furnished to Agent and each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such datesfollowing, all to be prepared in conformity accordance with GAAP applied on a consistent basis, unless Borrower’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Borrower, provided that this Section 5.04(aunqualified (except for a qualification for a change in accounting principles with which the accountant concurs) shall not apply until the time for the delivery of the interim unaudited audited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year, on a Consolidated and consolidating basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the Fiscal Year ended December 31end of each month hereafter, 2009including the last month of Borrower’s fiscal year, and the related unaudited interim financial statements of income Borrower and cash flows its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations of Borrower and its Subsidiaries for such Fiscal Year, copies month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of which have been furnished financial statements pursuant to each Lender, clause (i) were prepared in conformity with GAAP of this subsection 8.1.3 and clause (ii) of this subsection 8.1.3 for the months of March, June, September and December, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly present presents in all material respects, subject to respects the absence results of footnote disclosure operation and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated dates and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements).periods indicated; (civ) Except promptly after the sending or filing thereof, as set forth on Schedule 5.04the case may be, neither the copies of any proxy statements, financial statements or reports which Borrower nor has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which Borrower or any of its Subsidiaries hasfiles with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrower’s or any of its Subsidiaries’ financial condition or results of operations. The foregoing notwithstanding, Agent and Lenders agree that in respect to operating divisions, Borrower shall only be required to deliver income statements pursuant to clauses (i) and (ii) above. Concurrently with the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in delivery of the financial statements referred to described in clause (bi) above of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants’ letter to Borrower’s management that is prepared in connection with such financial statements and not otherwise permitted by this Agreement. (d) The Projections have been also shall cause to be prepared by and shall furnish to Agent a certificate of the Borrower taking into consideration past operations of its businessaforesaid certified public accountants certifying to Agent that, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as their examination of the Closing Date, to be reasonable in light financial statements of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries performed in connection with their examination of said financial statements, they are not aware of any Default or Event of Default, or, if they are aware of such Default or Event of Default, specifying the nature thereof. Concurrently with the delivery of the annual financial statements described in paragraph (i) and the interim financial statements described in paragraph (ii) for the months of March, June, September and December and of this subsection 8.1.3, or more frequently if reasonably requested by Agent, Borrower shall cause to be prepared and furnished to Agent a Compliance Certificate in the other information projected therein for form of Exhibit 8.1.3 hereto executed by the periods set forth thereinChief Financial Officer of Borrower (a “Compliance Certificate”).

Financial Statements. (a) 4.6.1 PC Bancorp has previously made available to CU Bancorp and CUB the Financial Statements of PC Bancorp. The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies Financial Statements of which PC Bancorp have been furnished to each Lenderprepared in accordance with GAAP (including the related notes where applicable), and fairly present in each case in all material respects, respects (subject in the case of the unaudited interim statements to the absence of footnote disclosure and normal recurring year-end audit adjustments), the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated position, results of the operations and cash flows of the Borrower PC Bancorp and its Subsidiaries PCB on a consolidated basis as of and for the period ended respective periods ending on such datesthe dates thereof, all except as indicated in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) notes thereto. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries PC Bancorp as of the end of the Fiscal Year ended December 31, 20092010, and the related statements of income operations, cash flow and cash flows changes in shareholders’ equity of PC Bancorp for the three (3) years then ended, audited by Vavrinek, Trine, Day and Co., and the unaudited balance sheet of PC Bancorp as of September 30, 2011, and the related unaudited statement of income, and changes in shareholders’ equity of PC Bancorp for the period then ended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the Borrower circumstances under which they were made, not misleading. 4.6.2 At the date of each balance sheet included in the Financial Statements of PC Bancorp or the PC Bancorp Regulatory Reports, neither PC Bancorp nor PCB, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements of PC Bancorp or PC Bancorp Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and its Subsidiaries loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for such Fiscal Yearliabilities, copies obligations and loss contingencies which are within the subject matter of which have been furnished a specific representation and warranty herein and subject, in the case of any unaudited statements, to each Lendernormal, (i) were prepared in conformity with GAAP recurring audit adjustments and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsfootnotes. 4.6.3 Except as listed on PC Bancorp Disclosure Schedule 4.6.3, the consolidated financial condition records, systems, controls, data and information of PC Bancorp and PCB are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Borrower exclusive ownership and its Subsidiaries as at the date indicated direct control of PC Bancorp or PCB or accountants (including all means of access thereto and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (therefrom), except for changes with which any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Borrower’s Accountants shall concur and that shall have been disclosed system of internal accounting controls described below in the notes to the financial statements)this Section 4. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for audited consolidated balance sheet of the Borrower and its Subsidiaries for the most-recently ended most recent Fiscal QuarterYear ended, copies and the related consolidated statements of which have been furnished to each Lenderincome or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates of the date thereof and the consolidated their results of operations for the operations 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 for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery as of the interim unaudited financial statements date thereof, including liabilities for the Fiscal Quarter ended March 31taxes, 2010 as required hereundermaterial commitments and Indebtedness. (b) The audited consolidated balance sheet of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., for the fiscal year ended December 31, 2014, and the related consolidated statements of operations, stockholders’ equity and cash flows for such fiscal year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial position of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., 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) reflect or reserve for all material indebtedness and other liabilities, direct or contingent, of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP as of the date thereof, including liabilities for taxes, material commitments and Indebtedness of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, provided, such statements may be restated after the Closing Date to account for Healthland’s adoption of certain accounting practices available to privately-held companies. (c) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of for the end of the most recent Fiscal Year ended December 31, 2009Quarter 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 period covered thereby, except as otherwise expressly noted therein, (ii) fairly present 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 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 liabilities for taxes, material commitments and Indebtedness. (d) The unaudited consolidated balance sheet of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), for the fiscal quarter ended September 30, 2015, and the related consolidated statement of operations for such fiscal quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial position of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) reflect or reserve for all material indebtedness and other liabilities, direct or contingent, of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP. (e) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished delivered pursuant to each Lender, (iSection 7.1(d) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to good faith on the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition basis of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable assumptions were fair in light of current the conditions existing at the time of delivery of such forecasts, and current facts known to represented, at the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) andtime of delivery, as of the Closing Date, reflect the Borrower’s good faith estimates best estimate of the its future financial performance of the Borrower condition and its Subsidiaries and of the other information projected therein for the periods set forth thereinperformance.

Financial Statements. The (a) The interim unaudited financial statements for the consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2014 and (b) consolidated balance sheets of Borrower and its Subsidiaries as of May 31, 2015, and in each case, and the related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the most-recently ended Fiscal QuarterYear then ended, and with respect to clause (a) above, the accompanying footnotes, together with the unqualified opinion thereon, dated August 31, 2014 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to each Lenderthe Administrative Agent and the Syndication Parties, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the consolidated operations of the Borrower and its Subsidiaries for the period ended on periods covered by such datesstatements, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March GAAP consistently applied. Since August 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of 2014, there has been no material adverse change in the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31financial condition, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04operations, neither the business or prospects of Borrower nor or any of its Subsidiaries has, as Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is but are not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2014. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken together with the other information projected therein for information, exhibits and reports furnished to the periods set forth thereinAdministrative Agent and/or the Syndication Parties.

Financial Statements. The Company has furnished Prudential and each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) The interim unaudited a consolidated balance sheet of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and a consolidated statement of income, stockholders' equity and statement of cash flows of the Company and its Subsidiaries for each such year, all certified by Deloitte & Touche for such other accounting firm as may be reasonably acceptable to such Purchaser); and (ii) a consolidated balance sheet of the Borrower Company and its Subsidiaries as at the 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 most-recently ended Fiscal Quarterperiods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, copies of which have been furnished to each Lender, fairly present prepared by the Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respectsrespects (subject, subject as to the absence of footnote disclosure interim statements, to changes resulting from audits and normal recurring year-end audit adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the consolidated financial periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Borrower Company and its Subsidiaries as at such the dates thereof, and the consolidated statements of income and statements of cash flows fairly present the results of the operations of the Borrower Company and its Subsidiaries for the period ended on such datesperiods indicated. There has been no material adverse change in the business, all in conformity with GAAP, provided that this Section 5.04(acondition (financial or otherwise) shall not apply until the time for the delivery or operations of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries taken as of a whole since the end of the Fiscal Year ended December 31, 2009, and the related most recent fiscal year for which such audited financial statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)furnished. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial Parent has filed or furnished (as applicable) in a timely manner with the Securities and Exchange Commission (the “SEC”) all forms, reports, schedules, statements, filings, prospectuses and registration, proxy and other documents and statements for required by it to be filed or furnished as applicable since and including January 1, 2015 under the Borrower Exchange Act (all such forms, reports, schedules, statements, filings, prospectuses and its Subsidiaries for registration, proxy and other documents and statements filed by Parent with the most-recently ended Fiscal QuarterSEC under the Exchange Act since January 1, copies 2015, together with all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Parent SEC Documents”). As of which have been furnished their respective effective dates (in the case of Parent SEC Documents that are registration statements filed pursuant to each Lenderthe requirements of the Securities Act) and as of the respective dates of the last amendment filed with the SEC (in the case of all other Parent SEC Documents), fairly present the Parent SEC Documents complied in all material respects, subject to respects with the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition requirements of the Borrower and its Subsidiaries as at such dates Exchange Act and the consolidated results rules and regulations of the operations SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Parent SEC Documents, and none of the Borrower and its Subsidiaries for Parent SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the period ended on such datesstatements therein, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery light of the interim unaudited financial statements for the Fiscal Quarter ended March 31circumstances under which they were made, 2010 as required hereundernot misleading. (b) The unaudited consolidated balance sheet financial statements (including all related notes and schedules) of the Borrower Parent and its Subsidiaries as of included in the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) Parent SEC Documents present fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of the Borrower Parent and its Subsidiaries Subsidiaries, as at the date indicated respective dates thereof, and the consolidated results of their operations and their cash flow flows for the period indicated respective periods then ended (subject, in the case of the unaudited statements, to normal year-end or period-end adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis consistent with prior years during the periods involved (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed as may be expressly indicated therein or in the notes thereto). No Subsidiary of Parent is subject to periodic reporting requirements of the financial statements)Exchange Act. (c) Except as set forth on Schedule 5.04The records, neither systems, controls, data and information of Parent are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Borrower nor any exclusive ownership and direct control of its Subsidiaries has, as Parent or their accountants (including all means of access thereto and therefrom). Parent has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in reliability of financial reporting and the preparation of financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinwith GAAP.

Financial Statements. (a) The interim unaudited pro forma balance sheet of Loan Parties and their Subsidiaries on a consolidated basis (the “Pro Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement and presents fairly in all material respects the pro forma financial statements condition of Loan Parties and their Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions under this Agreement, and has been prepared in accordance with GAAP, consistently applied. (b) The twelve (12) month cash flow projections of Loan Parties and their Subsidiaries on a consolidated basis and their projected balance sheets as of the Closing Date, in each case through the end of Loan Parties’ fiscal year ended December 31, 2019, copies of which (along with the Pro Forma Balance Sheet) are annexed hereto as Exhibit 5.05 were prepared by a Responsible Officer of Borrower, are based on underlying assumptions which Loan Parties believe provide a reasonable basis for the Borrower projections contained therein in light of conditions and its facts known to Loan Parties at the time such projections were made and reflect Loan Parties’ good faith judgment. (c) The consolidated and consolidating balance sheets of Loan Parties, their Subsidiaries and such other Persons described therein as of December 31, 2015, and the related statements of income, changes in stockholders’ equity, which will not be consolidating, and changes in cash flow, which will not be consolidating, for the most-recently period ended Fiscal Quarteron such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been furnished delivered to each LenderAgent, have been prepared in accordance with GAAP consistently applied (except for changes in application in which such accountants concur) and present fairly present in all material respectsthe consolidated, subject to the absence and consolidating where applicable, financial position of footnote disclosure Loan Parties and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its their Subsidiaries as at such dates date and the consolidated consolidated, and consolidating where applicable, results of the their operations of the Borrower and its Subsidiaries changes in stockholders’ equity and cash flow for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderperiod. (bd) The unaudited consolidated and consolidating balance sheet sheets of the Borrower Loan Parties, their Subsidiaries and its Subsidiaries such other Persons described therein as of the end of monthly period most recently ended at least thirty (30) days prior to the Fiscal Year ended December 31, 2009Closing Date, and the related statements of income and cash flows of for the Borrower and its Subsidiaries for period ended on such Fiscal Yeardate, copies of which have been furnished delivered to each LenderAgent, (i) were have been prepared in conformity accordance with GAAP GAAP, consistently applied and (ii) such balance sheet presents fairly present in all material respectsthe financial condition of Loan Parties, their Subsidiaries and such other Persons on a consolidated basis as of such date, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsadjustments and absence of footnotes, the consolidated financial condition statement of the Borrower and its Subsidiaries as at the date indicated cash flows and the consolidated results statement of their operations and cash flow for the period indicated changes in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)shareholders’ equity. (ce) Except as set forth on Schedule 5.04Other than the restructuring resulting in the Bankruptcy Case, neither since September 30, 2016, there has been no change in the Borrower nor any of its Subsidiaries hascondition, as financial or otherwise, of the Closing DateLoan Parties and their Subsidiaries taken as a whole, any material obligationexcept changes which could not reasonably be expected to have, contingent liability either individually or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreementaggregate, a Material Adverse Effect. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for Administrative Agent has been provided the audited consolidated balance sheet of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, as at December 31, 1996, and the audited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarterfiscal year then ended, copies and such balance sheet and statement of which income and cash flow have been furnished to each Lender, certified by Grand Parent's and the Borrower's respective independent certified public accountants and accompanied by an unqualified opinion of such accountants. Such balance sheet and statement of income and cash flow have been prepared in accordance with GAAP and fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, respectively, as at the close of business as of such date and the results of operations for the fiscal year then ended. There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as of such date involving material amounts, known to the officers of Grand Parent or the Borrower, respectively, that were not disclosed in such balance sheet and the notes related thereto. (b) The Administrative Agent has been provided the unaudited consolidated balance sheet of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries as at such dates of September 30, 1997, and the unaudited consolidated results statement of the operations income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated nine months then ended. Such balance sheet and statement of income and cash flow have been prepared in accordance with GAAP and fairly present the financial condition of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, respectively, as at the close of business on the date thereof and the results of operations for the nine months then ended, subject to normal year-end adjustments. There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all date involving material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts amounts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as officers of the Closing Date, reflect Grand Parent or the Borrower’s good faith estimates of , respectively, that were not disclosed in such balance sheet and the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinnotes related thereto.

Financial Statements. (a) The interim unaudited financial statements for (i) the Borrower and its Subsidiaries for Company has delivered to the most-recently ended Fiscal Quarter, Buyer copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the audited consolidated financial condition balance sheets of the Borrower and its Subsidiaries as at such dates Company and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Company Subsidiaries as of the end of the Fiscal Year ended December 31, 20092010, December 31, 2009 and December 31, 2008 and the related audited consolidated statements of income and cash flows of the Borrower Company and its the Company Subsidiaries for such Fiscal Yearthe years then ended (the “Prior Year Audited Financial Statements”), copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) the Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the year then ended (the “2011 Audited Financial Statements”, and together with the Prior Year Audited Financial Statements, the “Audited Financial Statements”) and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2011 and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the period then ended, (the “Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). Except (a) as disclosed in Schedule 5.7(a), (b) with respect to the Audited Financial Statements, as set forth in the footnotes thereto, and (c) with respect to the Unaudited Financial Statements, as to year-end adjustments and the absence of footnotes, the Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and the Unaudited Financial Statements, have been prepared in accordance with the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods indicated and present fairly present in all material respects, subject to respects the absence of footnote disclosure Company’s and normal recurring year-end audit adjustments, the consolidated Company Subsidiaries’ financial condition position as of the Borrower and its Subsidiaries as at the date indicated specified dates and the consolidated Company’s and the Company Subsidiaries’ results of their operations and cash flow flows for the period indicated in conformity specified periods. The Company has provided the Buyer with GAAP applied on a basis consistent with prior years (except for changes with which true and correct copy of the Borrower’s Accountants shall concur and that shall have been disclosed in the notes independent auditors’ report relating to the financial statements). (c) Except as set forth on Schedule 5.04, neither Prior Year Audited Financial Statements and will provide the Borrower nor any of its Subsidiaries has, as Buyer with a true and correct copy of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known independent auditors’ report relating to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, 2011 Audited Financial Statements concurrent with the delivery of such 2011 Audited Financial Statements as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereincontemplated above.

Financial Statements. The Company has delivered to Prudential and each Purchaser copies of (ai) The interim unaudited the financial statements of the Company and its Subsidiaries listed on Schedule 5.5, (ii) a consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Borrower Company and its Subsidiaries for each such year, all reported on by Deloitte & Touche, LLP (or such other nationally recognized accounting firm as may be reasonably acceptable to such Purchaser) and (iii) condensed consolidated balance sheet of the most-Company and its Subsidiaries as at the end of the quarterly period (if any) most recently ended Fiscal Quartercompleted prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and condensed consolidated statements of income and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, copies prepared by the Company. All of which have been furnished to said financial statements (including in each Lender, case the related schedules and notes) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for respective dates specified in such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated Schedule and the consolidated results of their operations and cash flow flows for the period indicated respective periods so specified and have been prepared in conformity accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been such financial statements or otherwise disclosed in the notes to the financial statements)Disclosure Documents. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) FLC has previously delivered, or will deliver, to Patriot the FLC Regulatory Reports. The interim unaudited financial statements for FLC Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the Borrower periods covered by such statements, and its Subsidiaries for the most-recently ended Fiscal Quarterfairly present, copies of which have been furnished to each Lender, or will fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsfinancial position, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations and changes in shareholders' equity of the Borrower FLC as of and its Subsidiaries for the period periods ended on such datesthe dates thereof, all in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderapplicable regulatory accounting principles applied on a consistent basis. (b) FLC has previously delivered to Patriot the FLC Financials. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31FLC Financials have been, 2009or will be, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of FLC as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent with prior years (basis, except for changes with which the Borrower’s Accountants shall concur as noted therein and that shall have been disclosed in the notes to the financial statements)FLC Disclosure Schedule. (c) Except as set forth on Schedule 5.04At the date of each balance sheet included in the FLC Financials or the FLC Regulatory Reports, neither FLC nor First Lehigh Bank (as the Borrower nor case may be) had, or will have any liabilities, obligations or loss contingencies of its Subsidiaries hasany nature (whether absolute, as of the Closing Date, any material obligationaccrued, contingent liability or liability for taxes, long-term leases (other than operating leasesotherwise) or unusual forward or long-term commitment that is not of a type required to be reflected in such FLC Financials or FLC Regulatory Reports or in the financial statements referred footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material in the aggregate to FLC and which are incurred in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations ordinary course of its business, consistent with past practice and reflect projections except for liabilities, obligations and loss contingencies which are within the period beginning approximately January 1subject matter of a specific representation and warranty herein and subject, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all in the case of which the Borrower believes, as of the Closing Dateany unaudited statements, to be reasonable in light normal, recurring audit adjustments and the absence of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinfootnotes.

Financial Statements. (a) The interim unaudited financial statements for Borrower has furnished to the Borrower Administrative Agent and its Subsidiaries for the most-recently ended Fiscal Quarter, Lenders complete and correct copies of which have been furnished to each Lender, fairly present in all material respects, subject to (i) the absence of footnote disclosure and normal recurring year-end audit adjustments, the audited consolidated financial condition balance sheets of the Borrower and its consolidated Subsidiaries as at such dates for the fiscal year ended December 31, 2008 and the related audited consolidated results statements of the operations income, shareholders’ equity, and cash flows of the Borrower and its consolidated Subsidiaries for the period fiscal year of the Borrower then ended, accompanied by the report thereon of Xxxxx Xxxxxxxx LLP; and (ii) the condensed consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended on March 29, 2009 and the related condensed consolidated statements of income of cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal periods then ended. All such dates, all financial statements have been prepared in conformity accordance with GAAP, provided that this Section 5.04(a) shall not apply until consistently applied (except as stated therein), and fairly present the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet position of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date respective dates indicated and the consolidated results of their operations and cash flow flows for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed respective periods indicated, subject in the notes case of any such financial statements that are unaudited, to the financial statements). (c) Except as set forth on Schedule 5.04normal audit adjustments, neither the none of which shall be material. The Borrower nor any of and its Subsidiaries hasdid not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing DateDate after giving effect to the incurrence of Loans or LC Issuances hereunder, any material obligation, or significant contingent liability or liability for taxes, long-term leases (other than operating leases) lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements referred or the notes thereto in accordance with GAAP and that in any such case is material in relation to in clause the business, operations, properties, assets, financial or other condition or prospects of the Borrower and its Subsidiaries. (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect financial projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries for the fiscal years 2009 through 2012 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Borrower in good faith after taking into account historical levels of business activity of the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information information, assumptions and estimates considered by management of the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected therein consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods set forth covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Borrower as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein.

Financial Statements. (a) The interim unaudited True and complete copies of the Financial Statements are set forth in Schedule 4.8(a) hereto. Except as set forth below in Schedule 4.8(c)(v) hereto, the Financial Statements have been prepared from, are in accordance with and accurately reflect, the Books and Records of the Acquired Companies, have been prepared in accordance with applicable law and GAAP applied on a consistent basis during the periods involved (except as may be stated in the notes thereto and except for adjustments of the type included in the Measurement Date Mexican GAAP Adjustments) and fairly present the changes in income, stockholders’ equity and financial statements position of the Acquired Companies, as of the times and for the Borrower periods referred to therein and its Subsidiaries for properly reflect the most-recently ended Fiscal Quarter, copies financial position and results of which have been furnished to each Lender, fairly present in all material respects, operation of the Acquired Companies except as specified therein. Buyer further acknowledges that the Interim Financial Statements are unaudited statements subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition adjustments and do not have all of the Borrower and its Subsidiaries applicable year-end footnotes thereto. The Financial Statements do not contain any extraordinary items or items of special or nonrecurring income or any other income not earned in the ordinary course of business, except as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderexpressly specified therein. (b) The unaudited consolidated balance sheet Schedule 4.8(b) sets forth for each Acquired Company, all of the Borrower and its Subsidiaries as Measurement Date Indebtedness, including for each such item of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustmentsfinancial Measurement Date Indebtedness, the consolidated financial condition of payor, the Borrower payee, the principal amount, the term, the interest rate, the currency and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)any guarantors. (c) Except as set forth on Schedule 5.04, neither (i) The amount of Indebtedness included in the Borrower nor any Measurement Date Indebtedness represents all Indebtedness of its Subsidiaries has, the Acquired Companies as of the Closing Measurement Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for included in the Borrower Registration Statement, the General Disclosure Package and its Subsidiaries for the most-recently ended Fiscal QuarterProspectus, copies together with the related schedules (if any) and notes, present fairly the financial position of which have been furnished to each Lenderthe Partnership, fairly present in all material respectsNGL Supply, subject Inc., the businesses of HOH contributed to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009Partnership, and the related statements businesses of income Xxxxxxx sold to the Partnership at the dates indicated and the results of operations, changes in partners’ capital/stockholders’ equity, as applicable, and cash flows of the Borrower Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership and the businesses of Xxxxxxx sold to the Partnership for the periods specified; 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 the financial position of each such entity or business, as the case may be, and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, consolidated subsidiaries (iif any) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date dates indicated and the consolidated results of their operations operations, changes in partners’ capital/stockholders’ (or other owners’) equity, as applicable, and cash flow flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the period indicated periods specified; and all such financial statements have been prepared in conformity with 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 supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has been compiled on a basis consistent with prior years (except for changes with which that of the Borrower’s Accountants shall concur and that shall have been disclosed audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected thereto included in the financial statements referred to in clause (b) above Registration Statement, the General Disclosure Package and not otherwise permitted by this Agreement. (d) The Projections the Prospectus present fairly the information shown therein, have been prepared by in accordance with the Borrower taking into consideration past operations of its businessCommission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and reflect projections for the period beginning approximately January 1, 2010 assumptions used in the preparation thereof are reasonable and ending approximately December 31, 2014 the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has been compiled on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as basis consistent with that of the Closing Datepro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Regulation G and Item 10 of Regulation S-K of the Commission, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinextent applicable.

Financial Statements. (aA) SUG has filed and furnished forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2010 through the Execution Date (all such documents and reports filed or furnished by SUG, the “SUG SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the SUG SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the SUG SEC Documents contained any untrue statements of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the SUG SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (B) The interim unaudited consolidated financial statements for (including all related notes and schedules) of SUG included in the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, SUG SEC Documents fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of the Borrower and its Subsidiaries SUG as at such the dates thereof, and the consolidated results of operations and consolidated cash flows for the operations periods then ended (subject, in the case of the Borrower unaudited statements, to normal year-end audit adjustments and its Subsidiaries for to any other adjustments described therein, including the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(anotes thereto) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (C) Other than with respect to its equity interests in SUG and the transactions contemplated by this Agreement, ETE Holdco (i) does not conduct and has not conducted any material activities or operations and (ii) fairly present in all material respectsdoes not have any assets or liabilities, subject to the absence of footnote disclosure whether accrued, contingent, absolute or otherwise. ETE Holdco does not have and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)has never had any employees. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial Company has made available to GigCapital5 true and complete copies of the audited consolidated balance sheets and the related audited consolidated statements for of operations, changes in stockholders’ equity and cash flows of the Borrower Company and its the Company Subsidiaries for the most-recently year ended Fiscal QuarterDecember 31, copies 2020, and unaudited consolidated balance sheets and the related unaudited consolidated statements of operations of the Company and the Company Subsidiaries for the year ended December 31, 2021 (collectively, the “Prior Financial Statements”), which have been furnished to each Lenderare attached as Schedule 4.08(a) of the Company Disclosure Schedule. Each of the Prior Financial Statements (including the notes thereto) (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, fairly present in all material respects, the financial position, results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereundernotes. (b) The Company has made available to GigCapital5 a true and complete copy of the consolidated unaudited consolidated balance sheet of the Borrower Company and its the Company Subsidiaries as of for the end of nine month period ended September 30, 2022 (the Fiscal Year ended December 31, 2009“2022 Balance Sheet”), and the related Company CFO or equivalent person’s reviewed consolidated statements of income operations, of the Company and the Company Subsidiaries for the nine month period then ended, which are attached as Schedule 4.08(b) of the Company Disclosure Schedule (such financial statements, including the 2022 Balance Sheet, collectively with the Prior Financial Statements, the “Financial Statements”). Such unaudited financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments, none of which are individual or in the aggregate material) and fairly present, in all material respects, the financial position, results of operations, changes in stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Company Subsidiaries as at the date indicated thereof and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments (except for changes with none of which the Borrower’s Accountants shall concur and that shall have been disclosed are individually or in the notes to aggregate material) and the financial statements)absence of notes. (c) Except as and to the extent set forth on Schedule 5.04the Financial Statements, neither the Borrower Company nor any Company Subsidiary has any liability or obligation of its Subsidiaries hasa nature (whether accrued, as absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of the Closing Date2022 Balance Sheet, (ii) obligations for future performance under any material obligationcontract to which the Company or any Company Subsidiary is a party, contingent liability or liability for taxes(iii) liabilities and obligations which are not, long-term leases (other than operating leases) individually or unusual forward or long-term commitment that is not reflected in the financial statements referred aggregate, expected to result in clause (b) above and not otherwise permitted by this Agreementa Company Material Adverse Effect. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately Since January 1, 2010 2020, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and ending approximately (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Sec. 1514A(a). (f) All accounts receivable of the Company and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the 2022 Balance Sheet have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Financial Statements. To the knowledge of the Company, such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales. (g) Except as set forth in Schedule 4.08(g) of the Company Disclosure Schedule, all of which the Borrower believes, as accounts payable of the Closing Date, to be reasonable in light of current conditions Company and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as Company Subsidiaries reflected on the Financial Statements or arising after the date of the Closing Date2022 Balance Sheet are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the 2022 Balance Sheet, reflect the Borrower’s good faith estimates of Company and the future financial performance of the Borrower and its Company Subsidiaries and of the other information projected therein have not altered in any material respects their practices for the periods set forth thereinpayment of such accounts payable, including the timing of such payment.

Financial Statements. (a) The interim unaudited Parent has delivered or made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement or information statement filed by Parent with the SEC in respect of its fiscal years ending November 30, 1996 and 1997 under the Securities Act and the Exchange Act and will deliver to the Company promptly upon the filing thereof with the SEC all such reports, schedules, registration statements and proxy statements as may be filed after the date hereof and prior to the Effective Time (as such documents have since the time of their filing been amended, or may after their filing, if after the date hereof, be amended, the "Parent SEC Reports"), which are or will be all the documents that Parent was or will be required to file with the SEC. As of their respective dates, the Parent SEC Reports complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. (b) As of their respective dates, the financial statements for of Parent included or to be included in the Borrower Parent SEC Reports (the "Parent Financial Statements") complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and present or will present fairly in all material respects the consolidated financial position of Parent and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations operations, changes in shareholders' equity and cash flows of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, dates and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated periods indicated, in conformity accordance with GAAP applied on a basis consistent with prior years (basis, subject in the case of interim financial statements to normal year-end adjustments and except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed absence of certain footnote information in the notes to the financial unaudited statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. Ventures has delivered to Purchaser (a) The interim unaudited financial the consolidated 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 Borrower years then ended, accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and its Subsidiaries (b) the unaudited consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the most-recently eight months then ended Fiscal Quarter(such financial statements, copies including the notes thereto, hereinafter being referred to as the "Financial Statements"). The Financial Statements are attached hereto as Schedule 2.8. All of which the Financial Statements have been furnished to each Lender, prepared from the books and records of Ventures and have been prepared in accordance with GAAP and present fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of Ventures as of the Borrower and its Subsidiaries as at such dates thereof and the consolidated results of the its operations of the Borrower and its Subsidiaries for the period ended on such datesperiods then ended, all in conformity with GAAP, provided except that this Section 5.04(a) shall not apply until the time for the delivery of the interim 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 in a balance sheet prepared in accordance with GAAP or the notes thereto, except for (a) debts, obligations, guaranties and liabilities reflected or reserved against in the Fiscal Quarter ended March 31Unaudited Balance Sheet, 2010 as required hereunder. (b) The unaudited consolidated balance sheet debts, obligations, guaranties and liabilities referred to in this Agreement or any of the Borrower and its Subsidiaries as Schedules hereto or in any of the end documents or other materials identified in the Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed documents or other materials identified in the notes to Schedules, unless such obligations or liabilities are specifically identified in the financial statementsSchedules). , (c) Except as set forth on Schedule 5.04debts, neither obligations, guaranties and liabilities incurred or entered into in the Borrower nor any ordinary course of its Subsidiaries has, as of business after the Closing Balance Sheet Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessdebts, obligations and reflect projections for the period beginning approximately January 1, 2010 liabilities directly or indirectly relating to this Agreement and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein for the periods set forth therein(including obligations to pay legal, accounting and investment banker fees and other amounts in connection therewith).

Financial Statements. (a) The interim unaudited financial Seller has provided to Purchasers true and complete copies of (i) the audited balance sheet as of, and related audited statements for the Borrower year then ended on, December 31, 2014, December 31, 2015 and its Subsidiaries December 31, 2016 for each of Trayport Holdings Limited, Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (collectively, the “Audited Financial Statements”) and (ii) the unaudited balance sheet as of, and related unaudited statements of income for the most-recently year then ended Fiscal Quarteron, copies of which have been furnished to each LenderDecember 31, fairly present in all material respects2014, subject to the absence of footnote disclosure December 31, 2015 and normal recurring year-end audit adjustmentsDecember 31, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates 2016 for Trayport, Inc., and the consolidated results of the operations of the Borrower unaudited balance sheet as of, and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim related unaudited financial statements for the Fiscal Quarter six months then ended March 31on, 2010 as required hereunderJune 30, 2017 for each Trayport Company (collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Business Financial Information”). (b) The unaudited consolidated balance sheet Business Financial Information has been prepared from the books and records of the Borrower Trayport Companies. Subject to the absence of footnotes and its Subsidiaries other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business) with respect to the Unaudited Financial Statements, the Business Financial Information, except as of otherwise indicated therein, has been prepared in accordance with the end of Applicable Accounting Standards, consistently applied within the Fiscal Year ended December 31, 2009applicable period, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) respect to the Unaudited Financial Statements of Trayport, Inc., fairly present presents, in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition and the results of the Borrower and its Subsidiaries operations of Trayport, Inc. as at the date indicated respective dates and the consolidated results of their operations and cash flow for the period indicated in conformity periods covered by such Unaudited Financial Statements; (ii) with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes respect to the financial statements)Audited Financial Statements of Trayport Holdings Limited, Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the state of affairs of such applicable Trayport Company, and its respective assets and liabilities as at the respective dates and for the periods covered by such Audited Financial Statements; and (iii) with respect to the Audited Financial Statements of Trayport PTE Ltd., gives a true and fair view of the state of affairs of Trayport PTE Ltd. as at the respective dates and for the periods covered by such Audited Financial Statements. (c) Except as set forth on Schedule 5.04No Trayport Company has any Liabilities other than (i) Liabilities reflected or reserved in the Business Financial Information, neither (ii) Liabilities incurred in the Borrower nor any of its Subsidiaries hasOrdinary Course after December 31, 2016, (iii) Liabilities incurred in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to which a Trayport Company is a party as of the Closing Datedate hereof (excluding Liabilities for breach, any material obligationnon-performance or default), contingent liability or liability for taxesand (v) Liabilities that, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and aggregate, are not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known material to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinBusiness.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Restricted Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Restricted Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited audited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the Fiscal Year ended December 31, 20092017, and the related statements of income and cash flows of the Borrower and its Restricted Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Restricted Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 2018 and ending approximately December 31, 2014 2022 on a Fiscal Year by Fiscal Year basis. The Projections are have been prepared in good faith based upon estimates and assumptions stated therein, all of which believed by the Administrative Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known at the time made available to the Borrower Administrative Agent, it being understood that (other than x) such Projections are merely a prediction as to future events and are not to be viewed as facts, (y) such Projections are subject to significant uncertainties and contingencies, many of which are beyond any necessary adjustments due to fees payable in accordance herewithPerson’s control, and (z) and, as of no assurance can be given that any particular Projections will be realized and that actual results during the Closing Date, reflect period or periods covered by any such Projections may differ significantly from the Borrower’s good faith estimates of the future financial performance of the Borrower projected results and its Subsidiaries and of the other information projected therein for the periods set forth thereinsuch differences may be material.

Financial Statements. (a) The interim Stone has delivered to the Lenders (i) its audited financial statements and the audited financial statements of Canco for the fiscal year ended December 31, 1999, together with its annual report on Form 10-K and Canco's annual report on Form 20-F filed with the Securities and Exchange Commission with respect to such fiscal year, and (ii) its unaudited financial statements and the unaudited financial statements of Canco for the fiscal quarter ended March 31, 2000, together with its quarterly report on Form 10-Q filed with the Securities and Exchange Commission with respect to such fiscal quarter. All financial statements set forth or referred to in the materials specified in the preceding sentence were prepared in conformity with U.S. GAAP or Canadian GAAP, as applicable, except with respect to unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring for year-end audit adjustments, . All such financial statements fairly present in all material respects the consolidated financial condition position of the Borrower Stone and its Subsidiaries subsidiaries or Canco and its subsidiaries, as the case may be, as at such dates the date thereof and the consolidated results of operations and changes in financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the operations case may be, for each of the Borrower and its Subsidiaries for the period ended on periods covered thereby. Except as disclosed in such datesfinancial statements, all in conformity with GAAPneither Stone nor Canco nor any of their respective subsidiaries had, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied such financial statements or on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, as the case may be, any material contingent obligation, material contingent liability or material liability for taxes, long-term leases (other than operating leases) lease or unusual forward or long-term commitment or obligations to retired employees for medical or other employee benefits that is not reflected in the foregoing financial statements referred to in clause or the notes thereto. (b) above Stone has delivered to the Lenders its unaudited pro forma consolidated balance sheet and not otherwise permitted by this Agreement. (d) The Projections statements of income as of December 31, 1999, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by Stone, based on the Borrower taking into consideration past operations of its businessassumptions used to prepare the pro forma financial information contained in the Confidential Information Memorandum (which assumptions are believed by Stone on the Closing Date to be reasonable), and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 present fairly on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates pro forma basis the estimated consolidated financial position of Stone and assumptions stated thereinits consolidated Subsidiaries as of such date and for such period, all assuming that the Transactions had actually occurred at such date or at the beginning of which the Borrower believessuch period, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereincase may be.

Financial Statements. (a) The interim unaudited financial Company has delivered to Parent copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2012 and 2011 and the related audited consolidated statements for of income, cash flows and stockholders equity of the Borrower Company and its Subsidiaries for the most-recently years ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March December 31, 2010 as required hereunder. 2012 and 2011 and (bii) The the unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of the Fiscal Year ended December 31September 30, 2009, 2013 and the related unaudited consolidated statements of income and cash flows stockholders equity of the Borrower Company and its Subsidiaries for the fiscal quarter and nine-month period then ended (such Fiscal Yearaudited and unaudited statements, copies including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). Except as set forth in the notes thereto and, in the case of which have been furnished to each Lenderthe unaudited financial statements, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, each of the Financial Statements has been prepared in accordance with GAAP and presents fairly in all material respects the consolidated financial condition position and results of operations of the Borrower Company and its Subsidiaries as at the date indicated dates and the consolidated results of their operations and cash flow for the period periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which therein. For the Borrower’s Accountants shall concur purposes hereof, the unaudited consolidated balance sheet of the Company and that shall have been disclosed in its Subsidiaries as at September 30, 2013 is referred to as the notes “Balance Sheet” and September 30, 2013 is referred to as the financial statements)“Balance Sheet Date”. (cb) Except as set forth on Schedule 5.045.6(b), neither the Borrower Company nor any Subsidiary has any Indebtedness or liabilities that would be required to be reflected in, reserved against or otherwise described on a balance sheet of the Company or its Subsidiaries, as applicable, or in the notes thereto, in accordance with GAAP and that are not so reflected, reserved against or described on the Balance Sheet, other than (i) liabilities incurred in the Ordinary Course of Business after the Balance Sheet Date, (ii) liabilities arising under the executory portion of any contract, (iii) liabilities incurred in connection with the Transactions, or (iv) provisions for corporate income taxes due for the nine months ended September 30, 2013. (c) Neither the Company nor any of its Subsidiaries has, is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of the Closing Date, any material obligation, contingent liability or liability for taxes, longRegulation S-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this AgreementK). (d) The Projections Company and its Subsidiaries have been prepared by in place systems and processes (including the Borrower taking into consideration past operations maintenance of its business, proper books and reflect projections records) that are customary in all material respects (to the Knowledge of the Company) for companies at the period beginning approximately same stage of development as the Company or the applicable Subsidiary designed to (1) provide reasonable assurances regarding the reliability of the Financial Statements in accordance with GAAP and (2) in a timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the Financial Statements (such systems and processes being herein referred to as the “Financial Controls”). Since January 1, 2010 and ending approximately December 312012, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which to the Borrower believes, as Knowledge of the Closing DateCompany, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as none of the Closing DateCompany, reflect its Subsidiaries, their respective officers nor the BorrowerCompany’s good faith estimates independent auditors, has identified or been made aware of any material complaint, allegation, deficiency, assertion or claim, whether written or oral, regarding the Financial Controls or the Financial Statements that has not been resolved. To the Knowledge of the future financial performance Company, there have been no instances of fraud committed by any officer or employee of the Borrower and its Subsidiaries and of Company, whether or not material, that occurred during any period covered by the other information projected therein for the periods set forth thereinFinancial Statements.

Financial Statements. (a) The interim BYL has previously delivered or made available to PBOC accurate and complete copies of the BYL Financial Statements for all periods ended prior to the date hereof, which in the case of the consolidated statement of financial condition of BYL as of December 31, 1999 and 1998 and the consolidated statements of income, changes in shareholders' equity and cash flows for each of the years ended December 31, 1999, 1998 and 1997 are accompanied by the audit report of Vavrinek, Trine, Day & Co., independent public accountants with respect to BYL, as well as the unaudited consolidated statement of financial condition of BYL as of June 30, 2000 and the unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the Borrower six months ended June 30, 2000 and its Subsidiaries for 1999. The BYL Financial Statements referred to herein, as well as the most-recently ended Fiscal Quarter, copies of which have been furnished BYL Financial Statements to each Lenderbe delivered pursuant to Section 5.7 hereof, fairly present in all material respectsor will fairly present, subject to as the absence of footnote disclosure and normal recurring year-end audit adjustmentscase may be, the consolidated financial condition of BYL as of the Borrower and its Subsidiaries as at such respective dates set forth therein, and the consolidated results of operations, changes in shareholders' equity and cash flows of BYL for the operations respective periods or as of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunderrespective dates set forth therein. (b) The unaudited consolidated balance sheet Each of the Borrower and its Subsidiaries BYL Financial Statements has been or will be, as of the end of case may be, prepared in accordance with generally accepted accounting principles consistently applied during the Fiscal Year ended December 31periods involved, 2009except as stated therein, and the related statements except that unaudited BYL Financial Statements may not include all footnote disclosures required by generally accepted accounting principles. The audits of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which BYL have been furnished to each Lenderconducted in accordance with generally accepted auditing standards. The books and records of BYL and BYL Bank are being maintained in material compliance with applicable legal and accounting requirements, (i) were prepared in conformity with GAAP and (ii) fairly present such books and records accurately reflect in all material respects, subject to the absence of footnote disclosure respects all dealings and normal recurring year-end audit adjustments, the consolidated financial condition transactions in respect of the Borrower business, assets, liabilities and its Subsidiaries as at the date indicated affairs of BYL and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)BYL Bank. (c) Except as set forth on Schedule 5.04to the extent (i) reflected, neither disclosed or provided for in the Borrower nor any consolidated statement of its Subsidiaries has, financial condition of BYL as of June 30, 2000 (including related notes) and (ii) of liabilities incurred since such date in the Closing Dateordinary course of business, any material obligationBYL and BYL Bank have no liabilities, whether absolute, accrued, contingent liability or liability for taxesotherwise, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in material to the financial statements referred to in clause (b) above condition, results of operations or business of BYL and not otherwise permitted by this AgreementBYL Bank. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth therein.

Financial Statements. (a) The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (b) The unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of the end of the Fiscal Year ended December 31, 20091997, and the related consolidated statements of income income, stockholders' equity and cash flows of flow (including the Borrower and its Subsidiaries notes thereto) for the fiscal year ended on such Fiscal Yeardate, copies of which have been furnished to each Lenderreported upon by Coopers & Lybrxxx, (i) were prepared in conformity with GAAP and (ii) xxesent fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, respects the consolidated financial condition position of the Borrower Company and its Consolidated Subsidiaries as at the of said date indicated and the consolidated results of their operations and cash flow for the period indicated such fiscal year, in conformity with GAAP applied GAAP. (b) The consolidated balance sheets of the Company and its Consolidated Subsidiaries as of June 30, 1998, and the related consolidated statements of income and cash flows for the quarterly period ended on a basis consistent such date, present fairly in all material respects the consolidated financial position of the Company and its Consolidated Subsidiaries as of said date and the consolidated results of their operations for such quarterly period, in conformity with prior years (except for changes with which the Borrower’s Accountants shall concur GAAP; provided, however, that such financial statements are subject to year-end adjustments and that shall have been disclosed in the notes to the financial statements)are presented without footnotes. (c) Except as set forth on Schedule 5.04, neither The pro forma consolidated balance sheet of the Borrower nor any of Company and its Consolidated Subsidiaries has, as of the Closing DateDate giving effect to the Acquisition in accordance with the terms of the Merger Agreement and reflecting estimated purchase price accounting adjustments, has heretofore been furnished to each Lender. Such pro forma balance sheet is based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreementrespect. (d) The Projections financial statements delivered to the Lenders pursuant to subsection 5.1(a)(i)(A) and (B), (i) have been prepared by in accordance with GAAP (except as may otherwise be permitted hereunder) and (ii) present fairly (on the Borrower taking into consideration past basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company and its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, Consolidated Subsidiaries as of the Closing Date, to be reasonable in light of current conditions such date and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinsuch periods.

Financial Statements. (a) The interim unaudited financial statements for Attached as Schedule 2.7(a) are: (i) the Borrower Seller Balance Sheet and its Subsidiaries for Rexam Balance Sheet, (ii) the most-recently ended Fiscal QuarterSeller Income Statement and Rexam Income Statement, copies (iii) the Seller Statement of which Cash Flows and Rexam Statement of Cash Flows ((i), (ii) and (iii), collectively and together with the notes thereto, the “Audited Financial Statements”), and (iv) the Pro Forma Financial Statements. Except as set forth on Schedule 2.7(a) of the Seller Disclosure Letter, (1) the Audited Financial Statements have been furnished to each Lenderprepared using the books of account and other financial records of Seller, fairly Rexam, the Seller Entities, the Rexam Entities and the Purchased Entities, as applicable; (2) the Seller Balance Sheet and Rexam Balance Sheet included in the Audited Financial Statements present fairly, in all material respects, subject the financial position of the portions of the Business to which they relate as of their respective dates; (3) the absence of footnote disclosure Seller Income Statement and normal recurring year-end audit adjustmentsthe Rexam Income Statement included in the Audited Financial Statements present fairly, in all material respects, the consolidated financial condition results of operations of that portion of the Borrower Business to which they relate and its Subsidiaries as at such dates for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the consolidated results Rexam Statement of Cash Flows included in the Audited Financial Statements present fairly, in all material respects, the cash flows of that portion of the operations Business to which they relate for the respective periods set forth therein; and (5) each of the Borrower Seller Balance Sheets, the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and its Subsidiaries for the period ended on such dates, all Rexam Statement of Cash Flows included in the Audited Financial Statements has been prepared in conformity with GAAP, provided that this Section 5.04(a) shall not apply until GAAP (in the time for the delivery case of the interim unaudited financial statements for of the Fiscal Quarter ended March 31portion of the Business owned by Seller) or IFRS (in the case of the financial statements of the portion of the Business owned by Rexam), 2010 as required hereunderapplied on a consistent basis during the periods involved. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the Fiscal Year ended December 31, 2009, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, Pro Forma Financial Statements (i) have been prepared based on the Audited Financial Statements with such adjustments as are set forth in Section 2.7(b) of the Seller Disclosure Letter and were prepared in conformity accordance with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed methodology set out in the notes to the Pro Forma Financial Statements; and (ii) present fairly in all material respects the pro forma financial position and results of operation of the Business as if the Restructuring occurred on the dates for preparation of pro forma balance sheets and income statements as per the applicable guidance set forth in Article 11 of Regulation S-X promulgated under the Securities Act for preparation of such financial statements). (c) Except The systems of internal controls over financial reporting with respect to the Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as set forth on Schedule 5.04, neither the Borrower nor any necessary to permit preparation of its Subsidiaries hasfinancial statements in accordance with GAAP or IFRS, as applicable, and to maintain accountability for the assets of the Closing DateBusiness, any material obligation(ii) receipts and expenditures are executed only in accordance with management’s authorization, contingent liability (iii) the books and records of the Business accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of the Business and (iv) Seller or liability for taxesRexam, long-term leases (other than operating leases) as applicable, can prevent or unusual forward timely detect the unauthorized acquisition, use or long-term commitment disposition of the Purchased Assets that is not reflected in could materially affect the financial statements referred to or the Business. To the Knowledge of Seller, there are no material weaknesses in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations design or operation of its business, and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known internal controls over financial reporting with respect to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereinBusiness.

Financial Statements. (a) The interim unaudited financial Attached hereto as Schedule 3.5 are true and complete copies of: (i) the consolidated balance sheet as of December 31 for each of the years 2008 through 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period fiscal years ended on such dates, all in conformity with GAAPeach case, provided that this Section 5.04(a) shall not apply until the time for the delivery BP Asset Selling Entity and the Purchased Subsidiaries, and (ii) the consolidated balance sheet as of the interim unaudited financial statements for the Fiscal Quarter ended March December 31, 2010 and the consolidated reported statements of income for the twelve-month period ended on such date, in each case, for the BP Asset Selling Entity and the Purchased Subsidiaries (the “Most Recent BP Financial Statements”); (all the foregoing financial statements, including the notes thereto, are referred to herein collectively as required hereunderthe “BP Financial Statements”). (b) The unaudited consolidated balance sheet BP Financial Statements are in accordance with the regularly maintained books and records of the Borrower BP Asset Selling Entity and its the Purchased Subsidiaries and present fairly in all material respects the financial position, results of operations, stockholders’ equity and changes in financial position of the BP Asset Selling Entity and the Purchased Subsidiaries, as the case may be, as of the dates and for the periods indicated, in each case, in accordance with GAAP applied in a manner consistent with past practice and on a consistent basis throughout the periods covered thereby; provided, however, that the Most Recent BP Financial Statements lack footnotes, normal year-end reclassifications, adjustments and other presentation items, which, in the aggregate, are not material in amount. The BP Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and accounts of the Fiscal Year ended December 31, 2009, BP Asset Selling Entity and the related statements of income Purchased Subsidiaries are complete and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present correct in all material respects, subject to the absence of footnote disclosure respects and normal recurring year-end audit adjustments, the consolidated financial condition fully and fairly reflect all of the Borrower and its Subsidiaries as at transactions of the date indicated BP Asset Selling Entity and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the financial statements)Purchased Subsidiaries. (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as Each of the Closing DateBP Asset Selling Entity and the Purchased Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leasesii) or unusual forward or long-term commitment that is not reflected in the transactions are recorded as necessary to permit preparation of financial statements referred in accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessaccordance with management’s general or specific authorization, and reflect projections (iv) the recorded accountability for assets is compared with the period beginning approximately January 1, 2010 existing assets at reasonable intervals and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, appropriate action is taken with respect to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth thereindifferences.

Financial Statements. (a) The interim unaudited financial statements for Commencing with the Fiscal Year ending December 31, 2017, the audited consolidated balance sheet of the Borrower and its Subsidiaries for the most-recently ended most recent Fiscal QuarterYear ended, copies and the related consolidated statements of which have been furnished to each Lenderincome or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates of the date thereof and the consolidated their results of operations for the operations 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 for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery as of the interim unaudited financial statements date thereof, including liabilities for the Fiscal Quarter ended March 31taxes, 2010 as required hereundermaterial commitments and Indebtedness. (b) The Commencing with the Fiscal Quarter ending June 30, 2018, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of for the end of the most recent Fiscal Year ended December 31, 2009Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, Quarter (i) were prepared in conformity accordance with GAAP and consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects, subject to respects the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at of the date indicated thereof and the consolidated their results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed covered thereby, subject, in the notes case of clauses (i) and (ii), to the financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any absence of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, longfootnotes and to normal year-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its businessend audit adjustments, and reflect projections for the period beginning approximately January 1(iii) show all material indebtedness and other liabilities, 2010 and ending approximately December 31direct or contingent, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) The projections and the other pro forma financial information delivered to the Administrative Agent prior to the Closing Date are based upon good faith estimates and assumptions believed by management of the Borrower to be accurate and reasonable at the time made, it being recognized and agreed by the Lenders that such financial information as it relates to future events is not to be viewed as fact, projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties, no assurances can be given that any particular projection will be realized and that actual results during the period or periods covered by such financial information may differ from the projected therein for the periods results set forth therein, and such differences may be material.