Common use of Financial Statements Clause in Contracts

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) The combined balance sheets of the audited consolidated financial statements of York Borrower and its Consolidated Subsidiaries for each of the years ended December as at May 31, 2002 through 2004, in each case including a balance sheet as of such date 2001 and the related combined statements of income, stockholders' equity expenses and cash flows for each of the respective periods then ended (collectivelynet margins, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, changes in each case including a balance sheet as of such date and the related statements of income, stockholdersMembers' equity and cash flows for the five month period fiscal year ended May 31, 2005 2001, including the related notes, accompanied by the opinion and report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (collectively, i) the "Reference Financial Statements") combined financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (zii) the unaudited consolidated combined results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the most recent audited financial statements of York or in the notes thereto other than (i) Indebtedness incurred and its Subsidiaries as of (ii) loan and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, guarantee commitments issued in each case including a balance sheet as by the Borrower in the ordinary course of business since the date of such date and the related financial statements. All such financial statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied throughout on a basis consistent with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been made by the periods covered thereby Borrower in respect of the most recent annual and (iii) fairly present in all material respects quarterly financial statements of the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York Borrower and its Consolidated Subsidiaries as of the respective dates and for the respective periods thereof, (except that the Reference Financial Statements opinion and Interim Financial Statements (A) do not have footnotes as required report of Xxxxxx Xxxxxxxx & Co. may be replaced by GAAP an opinion and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, report of another nationally recognized firm of independent certified public accountants, whose report thereon is included with ) furnished or required to be furnished to the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" Banks prior to or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by at the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any time of the significant accounting policiesmaking of each Loan hereunder, practices at the time the same are furnished or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or required to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholebe furnished.

Financial Statements. Buyer has previously made available to the Company copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Buyer and its Subsidiaries as of and December 31 for the five months ended May 31, 2005, in each case including a balance sheet as of such date fiscal years 1997 and 1998 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period fiscal years 1996 through 1998, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 (collectively1998 filed with the SEC under the Exchange Act, in each case accompanied by the "Reference Financial Statements") audit report of KPMG LLP, independent public accountants with respect to Buyer, and (zb) the unaudited consolidated financial statements of York financial condition of Buyer and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 1998 and November 30March 31, 2005, respectively, in each case including a balance sheet as of such date 1999 and the related unaudited consolidated statements of income, stockholders' changes in stockholder's equity and cash flows for each the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1999 filed with the SEC under the Exchange Act. The December 31, 1998 consolidated statements of financial condition of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Buyer with the SEC after the date of this Agreement will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) complies, and monthly periods then ended (collectively, the "Interim Financial Statements" and together financial statements to be filed by Buyer with the Audited Financial Statements SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed by Buyer with the SEC after the date of this Agreement will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results records of operations and cash flows of York Buyer and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. The Company has previously made available to Purchaser copies of (a) York has heretofore delivered to Buyer Parties (x1) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the Company (including its Subsidiaries) as of December 31 for the fiscal years ended December 312008 and 2009, 2002 and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2007 through 20042009, inclusive, as reported in the Company 10-K, in each case including a balance sheet as accompanied by the audit report of such date Xxxxx Xxxxxxx LLP, and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y2) the unaudited consolidated financial statements of York and financial condition of the Company (including its Subsidiaries Subsidiaries) as of and for the five months ended May March 31, 2005, in each case including a balance sheet as of such date 2010 and the related unaudited consolidated statements of operations, of comprehensive income, stockholders' of changes in shareholders’ equity and of cash flows for the five three-month period periods ended May March 31, 2005 2009 and March 31, 2010. The December 31, 2009 consolidated statement of financial condition of the Company (collectivelyincluding the related notes, where applicable) fairly presents in all material respects the "Reference Financial Statements") and (z) the unaudited consolidated financial statements position of York and the Company (including its Subsidiaries Subsidiaries) as of and for each of the year-to-date periods ended June 30thereof, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the other financial statements referred to in this Section 2.2(g) (including the related statements of incomenotes, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) respects, and the financial conditionstatements to be filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of operations and the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial position of York and the Company (including its Subsidiaries Subsidiaries) for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) in all material respects complies, and for the respective financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods thereofinvolved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, materialas permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The Audited Financial Statements books and records of the Company, the Bank and the Subsidiaries in all material respects have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken Company as a wholeresult of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) York The Buyer has heretofore delivered previously made available to Buyer Parties the Company copies of (xi) the audited consolidated statements of financial condition of Buyer as of December 31 for the fiscal years 2003 and 2004, and the related consolidated statements of operations and comprehensive income, stockholder’s equity for the fiscal years then ended, as reported in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Buyer, and (ii) the unaudited consolidated statements of financial condition of the Buyer as of June 30, 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Buyer’s Quarterly Report on Form 10-Q for the period ended June 30, 2005 filed with the SEC under the Exchange Act. The December 31, 2004 consolidated statement of financial condition of the Buyer (including the related notes, where applicable) (the “Buyer Balance Sheet”) fairly presents the consolidated financial position of the Buyer and its Subsidiaries, and, as of the date thereof, the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, the consolidated financial position and the results of York the consolidated operations of the Buyer and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet respective fiscal periods or as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in dates therein set forth; each case including a balance sheet as of such date and statements (including the related statements notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of income, stockholders' equity the SEC with respect thereto; and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case such statements (including a balance sheet as of such date and the related statements of incomenotes, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (iwhere applicable) have been prepared from the Books and Records of York, (ii) have has been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereofinvolved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, material. The Audited Financial Statements have been examined as permitted by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal yearForm 10-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.Q.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated The financial statements of York and its Subsidiaries for each of the years ended December 31Company included in the Registration Statement, 2002 through 2004, in each case including a balance sheet as of such date the General Disclosure Package and the related statements of incomeProspectus, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements related schedules (if any) and the Reference Financial Statementsnotes, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present in all material respects the assets and liabilities (including all reserves) financial position of the Company and the financial condition, Subsidiary (as defined below) at the dates indicated and the results of operations operations, changes in shareholders’ equity and cash flows of York the Company and the Subsidiary 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 in all material respects the financial position of each such entity or business, as the case may be, and its Subsidiaries consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, applied on a consistent basis throughout the periods involved and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects, in accordance with IFRS, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the respective dates and for audited financial statements of the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, Company included in the aggregateRegistration Statement, materialthe General Disclosure Package and the Prospectus. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" All “non-GAAP financial measures” (as such terms are term is defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any rules and regulations of the significant accounting policiesCommission), practices or procedures of York and its Subsidiariesif any, except as disclosed contained in the Financial Statements. York has no debtsRegistration Statement, liabilities or obligationsthe General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-K of the Commission, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeextent applicable.

Financial Statements. Parent Holdings has previously made available to Golden State copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Parent Holdings and its Subsidiaries as of and December 31 for the five months ended May 31, 2005, in each case including a balance sheet as of such date fiscal years 1995 and 1996 and the related consolidated statements of incomeoperations, stockholders' stockholder's equity and cash flows for the five month period fiscal years 1994 through 1996, inclusive, as reported in Parent Holdings' Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 (collectively1996 filed with the SEC under the Exchange Act, in each case accompanied by the "Reference Financial Statements") audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent Holdings, and (zb) the unaudited consolidated financial statements of York financial condition of Parent Holdings and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 1997 and November September 30, 2005, respectively, in each case including a balance sheet as of such date 1996 and the related unaudited consolidated statements of incomeoperations, stockholders' stockholder's equity and cash flows for each the nine-month periods then ended as reported in Parent Holdings' Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the SEC under the Ex- change Act. The December 31, 1996 consolidated statement of financial position of Parent Holdings (including the related notes, where applicable) fairly presents the consolidated financial position of Parent Holdings and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholder's equity and consolidated financial position of Parent Holdings and its Subsidiaries for the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) complies, and monthly periods then ended (collectively, the "Interim Financial Statements" and together financial statements to be filed by Parent Holdings with the Audited Financial Statements SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed by Parent Holdings with the SEC after the date hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results records of operations and cash flows of York Parent Holdings and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (a) York Buyer has heretofore delivered to Buyer Parties Seller -------------------- accurate and complete copies of (xi) the Alliance PLC's audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date April 30, 1999, and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited audited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31year then ended, 2005 and the notes and schedules thereto, together with the unqualified report thereon of KPMG Audit Plc, independent public accountants (collectively, the "Reference Audited Financial Statements") and (zii) the Buyer's unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date January 31, 2000 (the "Latest Balance Sheet"), and the related unaudited consolidated statements of income, stockholders' equity equity, and cash flows for each of the respective yearthree-to-date and monthly periods month period then ended (collectively, the "Interim Unaudited Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements"), certified by Buyer's chief financial officer (collectively, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of Yorkrepresent actual bona fide transactions, (ii) have been prepared from the books and records of Alliance PLC and Buyer and their respective consolidated Subsidiaries in accordance conformity with U.S. GAAP consistently accounting principles applied on a basis consistent with preceding years throughout the periods covered thereby involved and (iii) fairly present in all material respects Alliance PLC's and Buyer's (as applicable) consolidated financial position as of the assets respective dates thereof and liabilities Alliance PLC's and Buyer's (including all reservesas applicable) and the financial condition, consolidated results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, materialthen ended. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is statements of income included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements do not contain any items of special or nonrecurring income except as identified in the amounts set forth thereinnotes thereto, which have been paid and the balance sheets included in the Financial Statements do not reflect any write-up or discharged as they have become due after revaluation increasing the expiration book value of any applicable grace periodsassets, or are being disputed in good faith, nor have there been any transactions since the date thereof, of the Latest Balance Sheet giving rise to special or that consist of normal yearnonrecurring income or any such write-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material up or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholerevaluation.

Financial Statements. The Company has previously made available to Parent copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of and December 31 for the five months ended May 31fiscal year 2006, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the five month period ended May 31fiscal years 2005 and 2006, 2005 accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent public accountants with respect to the Company (collectively, the "Reference “2006 Audited Financial Statements"”) and (zb) the unaudited consolidated financial statements balance sheet of York the Company and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 302007, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, each of the respective year-to-date December 31, 2006 and monthly periods then ended March 31, 2007 consolidated balance sheets of the Company (collectivelyincluding the related notes, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) and consolidated financial position of the financial condition, results of operations and cash flows of York Company and its Subsidiaries as of the respective dates date of such balance sheet, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods thereofor as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, materialas permitted by Form 10-Q of the SEC. The Audited Financial Statements books and records of the Company and its Subsidiaries have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. First National Bankshares has previously made available to Fifth Third true and correct copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York First National Bankshares and its Subsidiaries as of and for the five months ended May December 31, 20052001, in each case including a balance sheet as of such date 2002 and 2003 and the related consolidated statements of income, stockholders' income and changes in shareholders’ equity and cash flows for the five month period fiscal years ended May December 31, 2005 2001 through 2003, inclusive, as reported in First National Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (collectivelythe “First National Bankshares 10-K”), filed with the "Reference Financial Statements") SEC under the Exchange Act and accompanied by the audit report of Ernst and Young LLP, independent public accountants with respect to First National Bankshares, and (zii) the unaudited consolidated financial statements balance sheet of York First National Bankshares and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 2003 and November 302004, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows for each of the respective yearthree-to-date and monthly month periods then ended, as reported in First National Bankshares’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"“First National Bankshares 10-Q”). The Financial Statements financial statements referred to in this Section 4.6 (i) have been prepared from including the Books and Records of Yorkrelated notes, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, consolidated results of operations and operations, changes in shareholders’ equity, cash flows and financial position of York First National Bankshares and its Subsidiaries for the respective fiscal periods or as of the respective dates and for the respective periods thereoftherein set forth, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally normal recurring year-end adjustments that are not, in the aggregatecase of unaudited statements; each of such statements (including the related notes, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included where applicable) complies in all material respects with applicable accounting requirements and with the Audited Financial Statements. York has not received any notice from its independent auditors, published rules and Seller otherwise does not have Knowledge, regulations of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) SEC with respect to York's internal control over financial reporting. Since December 31thereto; and each of such statements (including the related notes, 2004, there where applicable) has been no change prepared in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made all material respects in accordance with GAAP that are notconsistently applied during the periods involved, except in each case as indicated in such statements or in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course notes thereto. The books and records of business consistent with past practice and in amounts that are not material to York First National Bankshares and its Subsidiaries taken as a wholehave been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. Parent has previously made available to the Company copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Parent and its Subsidiaries as of and December 31 for the five months ended May 31fiscal year 2006, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the five month period ended May 31fiscal years 2005 and 2006, 2005 accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Parent (collectively, the "Reference “2006 Parent Audited Financial Statements"”) and (zb) the unaudited consolidated financial statements balance sheet of York Parent and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 302007, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Parent Unaudited Financial Statements”). Each of the December 31, 2006 and March 31, 2007 consolidated balance sheets of Parent (including the related notes, where applicable) fairly present the consolidated financial position of Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the respective year-to-date unaudited statements, to recurring audit adjustments normal in nature and monthly periods then ended (collectivelyamount), the "Interim Financial Statements" results of the consolidated operations and together consolidated financial position of Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the Audited Financial Statements SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed with the SEC after the date hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results records of operations and cash flows of York Parent and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (a) York has heretofore delivered GPC shall use its reasonable best efforts to, as promptly as practicable, and no later than 50 calendar days after the end of any fiscal quarter and 60 calendar days after the end of the 2018 fiscal year, prepare and furnish to Buyer Parties (x) the audited consolidated RMT Parent copies of financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries SPR Entities as of and for the five months ended May 31, 2005periods ending on any fiscal quarterly and annual periods ending after the date of this Agreement and prior to the Closing Date, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements notes thereto, and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books books and Records records of York, (ii) have been prepared the SPR Entities and in accordance with GAAP consistently with no exception or qualification thereto (it being understood, however, that the SPR Entities have not been operating historically as separate “standalone” entities or a separate reporting segment and, therefore, the financial statements of the SPR Entities will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements) applied throughout on a consistent basis through the periods covered thereby involved (except as may otherwise be required under GAAP) and (iii) the rules and regulations of the SEC, including the requirements of Regulation S-X, and, in the case of the combined financial statements of the SPR Entities for any fiscal year, GPC shall use its reasonable best efforts to cause such financial statements to be audited and accompanied by a report of the independent accountants for the SPR Entities and, in the case of any quarterly period, GPC shall use reasonable best efforts to cause such financial statements to be reviewed by the independent accountants for the SPR Entities. When delivered, such financial statements shall present fairly present in all material respects the assets combined financial position and liabilities (including all reserves) and the financial condition, combined results of operations and cash flows of York and its Subsidiaries the SPR Entities as of the respective dates and for the respective periods thereof, except shown therein. GPC acknowledges that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notRMT Parent’s obligations under Section 7.01 depend, in the aggregatepart, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included on GPC’s compliance with the Audited Financial Statements. York has not received any notice from its independent auditorsthis Section 7.15, and Seller otherwise does not have Knowledge, therefore RMT Parent shall be afforded a reasonable period to comply with such obligations based upon the timing of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined GPC providing the financial statements contemplated in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholethis Section 7.15.

Financial Statements. (a) York The Company has heretofore previously delivered to Buyer Parties Parent or attached to Section 3.07(b) of the Company Disclosure Schedule, the following financial statements (xcollectively the “Financial Statements”): (i) the Company’s consolidated audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date sheets and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and comprehensive (loss) income and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months stated years ended May 31September 30, 20052008, in each case including a 2007, and 2006, and (ii) the Company’s consolidated unaudited balance sheet as of such date and the related consolidated statements of incomeoperations, changes in stockholders' ’ equity and comprehensive (loss) income and cash flows as of and for the five month period interim periods beginning October 1, 2008 and ended May 31June 30, 2005 2009 (collectively, the "Reference “Most Recent Financial Statements"”) and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods month ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet 2009 is hereinafter referred to as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"“Most Recent Fiscal Month End”). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently generally accepted accounting principles (“GAAP”), applied on a consistent basis throughout the periods covered thereby involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto, if any) (hereinafter, “Consistently Applied”) and (iii) present fairly present in all material respects the assets and liabilities (including all reserves) and consolidated financial position of the financial condition, results of operations and cash flows of York Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations for the respective periods thereofindicated; provided, except that that, the Reference Most Recent Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and audit adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that which are not material to York on a consolidated basis) and its Subsidiaries taken as omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for a wholefair presentation of the financial information contained therein.

Financial Statements. Golden State has previously made available to Parent Holdings copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York GFB and its Subsidiaries as of and June 30 for the five months ended May 31fiscal years 1996 and 1997, 2005, in each case including a balance sheet as of such date and the related consolidated statements of incomeoperations, changes in stockholders' equity and cash flows for the five month period fiscal years 1995 through 1997, inclusive, as reported in GFB's Annual Report on Form 10-K for the fiscal year ended May 31June 30, 2005 1997 filed with the OTS under the Securities Exchange Act of 1934, as amended (collectively, the "Reference Financial StatementsExchange Act") ), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to GFB, and (zb) the unaudited consolidated financial statements of York financial condition of Golden State and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1997 and the related unaudited consolidated statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows for the three-month period then ended as reported in Golden State's Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the Securities and Exchange Commission (the "SEC") under the Exchange Act. The June 30, 1997 consolidated statement of York financial condition of GFB (including the related notes, where applicable) fairly presents the consolidated financial position of GFB and its Subsidiaries as of the respective dates and for the respective periods date thereof, except that and the Reference Financial Statements other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and Interim Financial Statements the financial statements to be filed by Golden State with the SEC after the date hereof will fairly present (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notsubject, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any case of the significant accounting policiesunaudited statements, practices or procedures to recurring audit adjustments normal in nature and amount), the results of York the consolidated operations and consolidated financial position of GFB and its Subsidiaries, and Golden State and its Subsidiaries, as the case may be, for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Golden State with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and the SEC, as applicable, with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Golden State with the SEC after the date hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as disclosed indicated in the Financial Statements. York has no debtsnotes thereto or, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth thereincase of unaudited statements, which as permitted by Form 10-Q. The books and records of Golden State and its Subsidiaries have been paid or discharged as they have become due after the expiration of any applicable grace periodsbeen, or and are being disputed in good faithbeing, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (a) York has heretofore delivered to Buyer Parties Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (xi) the audited consolidated combined financial statements of York and its Subsidiaries for each the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2002 through 20042009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case including a balance sheet as of such date together with the notes thereto if and to the related statements of incomeextent that notes are required for SEC filings or the Financings or ITC Financing and, stockholders' equity and cash flows for each in the case of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) a report of the unaudited consolidated financial statements of York and its Subsidiaries as of and independent accountants for the five months ended May 31Transmission Business, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books books and Records records of York, (ii) have been prepared Entergy and in accordance with GAAP consistently (with no exception or qualification thereto) applied on a consistent basis throughout the periods covered thereby involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (iii) including pro forma financial information), and which present fairly present in all material respects the assets combined financial position and liabilities (including all reserves) and the financial condition, combined results of operations and cash flows of York and its Subsidiaries the Transmission Business as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth shown therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each balance sheets of the years ended Minority Bank as of December 31, 2002 through 20042011, in each case including a balance sheet as of such date 2010 and 2009 and the related statements of income, changes in stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' ’ equity and cash flows for the five month period ended May 31fiscal years then ended, 2005 (collectively, the "Reference Financial Statements") and (zb) the unaudited consolidated financial statements interim balance sheet of York and its Subsidiaries the Minority Bank as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 2012 (the “Minority Bank Interim Balance Sheet”) and the related statements statement of income, stockholders' equity and cash flows income for each of the respective yearsix-to-date and monthly periods month period then ended (collectivelytogether with the Minority Bank Interim Balance Sheet, the "“Minority Bank Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"”). The Minority Bank Financial Statements (i) have been prepared from the Books are complete and Records of York, (ii) correct and have been prepared in accordance conformity with GAAP consistently generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities involved. Each balance sheet (including all reservesany related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as of the date thereof, and each income statement (including any related notes) and statement of cash flow included in the financial condition, Minority Bank Financial Statements presents fairly the results of operations and cash flows of York and its Subsidiaries as flow, respectively, of the respective dates and Minority Bank for the respective periods thereofperiod set forth therein; provided, except however, that the Reference Financial Statements and Minority Bank Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are contain all adjustments necessary for a fair presentation, subject to normally normal, recurring year-end adjustments that are not(which adjustments will not be, individually or in the aggregate, material), and lack footnotes. Each of the audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and principal accounting officer. The Audited Financial Statements have been examined by Deloitte & Touchebooks, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, records and Seller otherwise does not have Knowledge, accounts of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any each of the significant accounting policies, practices or procedures of York Minority Bank accurately and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are notfairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeMinority Bank.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited The consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended Company as of December 31, 2002 through 2004, in each case including a balance sheet as of such date 1999 (the "Audited Balance Sheet") and the related statements of incomeoperations, stockholders' equity and cash flows and changes in stockholders equity for each of the respective periods year then ended ended, certified by PricewaterhouseCoopers, LLP (collectively, the "Audited Financial Statements1999 Financials"), (y) and the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, Company included in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) Company SEC Filings have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout and consistent with prior periods, subject, in the periods covered thereby and case of unaudited interim consolidated financial statements, to year-end adjustments (iii) fairly present in all material respects the assets and liabilities (including all reserveswhich consist of normal recurring accruals) and the absence of certain footnote disclosures. The consolidated balance sheets of the Company included in the 1999 Financials and the Company SEC Filings fairly present the consolidated financial conditionposition of the Company as of their respective dates, and the related consolidated statements of operations, cash flows and stockholders' equity included in the 1999 Financials and the Company SEC Filings fairly present the consolidated results of operations and cash flows of York and its Subsidiaries as of the respective dates and Company for the respective periods thereofthen ended, except that subject, in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject case of unaudited interim financial statements, to normally recurring year-end adjustments that are not, in (which consist of normal recurring accruals) and the aggregate, materialabsence of certain footnote disclosures. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any None of the significant accounting policies, practices or procedures of York Company and its Subsidiaries, except as disclosed in the Financial Statements. York Subsidiaries has no debts, any liabilities or obligationsobligations (whether absolute, whether accrued, absolute, contingent or otherwise, whether currently due ) of a nature required by generally accepted accounting principles to be reflected in a consolidated balance sheet (or to become duereflected in the notes thereto), except for those (i) set forth that are accrued or reserved against in the Financial Statements Company's financial statements (or reflected in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, notes thereto) included in the aggregate1999 Financials and the Company SEC Filings, material or (ii) that were incurred since November 30subsequent to March 31, 2005 2000 in the ordinary course of business and consistent with past practice and practice, or (iii) that would not individually or in amounts that are not material to York and its Subsidiaries taken as the aggregate have a wholeMaterial Adverse Effect on the Company.

Financial Statements. (a) York The Company has heretofore delivered previously made available to Buyer Parties (x) Parent copies of the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the Company, the Bank and the Subsidiaries as of December 31 for the fiscal years ended December 312008, 2002 2009, 2010 and 2011, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2009 through 20042011, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of Xxxxx Xxxxxx Xxxxxxx LLP. The December 31, 2011 consolidated statement of financial condition of the Company (including a balance sheet the related notes, where applicable) fairly presents in all material respects the consolidated financial position of the Company, the Bank and the Subsidiaries as of such the date thereof, and the other financial statements referred to in this Section 3.8 (including the related notes, where applicable) fairly present in all material respects, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations, comprehensive income, stockholders' equity and changes in shareholders’ equity, cash flows and the consolidated financial position of the Company, the Bank and the Subsidiaries for each the respective fiscal periods or as of the respective periods then ended dates therein set forth; each of such statements (collectivelyincluding the related notes, where applicable) in all material respects complies, and the "Audited Financial Statements"), (y) the unaudited consolidated financial statements to be filed by the Company with the SEC after the date of York this Agreement will comply, with applicable accounting requirements and its Subsidiaries as with the published rules and regulations of the SEC with respect thereto; and for the five months ended May 31, 2005, in each case including a balance sheet as of such date statements (including the related notes, where applicable) has been, and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of to be filed by the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together Company with the Audited Financial Statements and SEC after the Reference Financial Statementsdate of this Agreement will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and (iii) fairly present an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 3.8. The books and records of the Company, the Bank and the Subsidiaries in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with applicable law and GAAP that are not, in accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken Company as a wholeresult of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. Buyer has previously delivered to the Company -------------------- copies of (a) York has heretofore delivered to the consolidated balance sheets of Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and December 31 for the five months ended May 31, 2005, in each case including a balance sheet as of such date years 1997 and 1996 and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for the five month period fiscal years 1995 through 1997, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 (collectively1997 filed with the SEC under the Exchange Act, in each case accompanied by the "Reference Financial Statements") audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Buyer, and (zb) the unaudited consolidated financial statements balance sheet of York Buyer and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 1998 and November 30March 31, 2005, respectively, in each case including a balance sheet as of such date 1997 and the related unaudited consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for each the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the SEC under the Exchange Act. The December 31, 1997 consolidated balance sheet of Buyer (including the related notes, where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.5 (including the related notes, where applicable) fairly present and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) comply, and monthly periods then ended (collectivelythe financial statements referred to in Section 6.9 hereof will comply, the "Interim Financial Statements" in all material respects with applicable accounting requirements and together with the Audited Financial Statements published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements referred to in Section 6.9 hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. (a) York has heretofore delivered to Buyer Parties True and complete copies of (xi) the audited unaudited consolidated financial statements balance sheet of York and its Subsidiaries the Company for each of the three (3) fiscal years ended December 31, 2002 through 20042016, in each case including a balance sheet as of such date December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, stockholders' consolidated cash flow statements, shareholders’ equity and cash flows for each changes in financial position of the respective periods then ended Company, together with all related notes and schedules thereto (collectively, collectively referred to herein as the "Audited “Annual Consolidated Financial Statements"”), (yii) the unaudited consolidated financial statements balance sheet of York and its Subsidiaries the Company as of and for the five months ended May March 31, 20052019 and June 30, in each case including a balance sheet as of such date 2019, respectively, and the related consolidated statements of income, stockholders' consolidated cash flow statements, shareholders’ equity and cash flows for changes in financial position of the five month period ended May 31Company, 2005 together with all related notes and schedules thereto, and (collectively, iii) the "Reference Financial Statements"calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (ziii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated financial statements balance sheet of York and its Subsidiaries the Company as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October August 31, 2005 and November 302019, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' consolidated cash flow statements, shareholders’ equity and cash flows for each changes in financial position of the respective year-to-date Company, together with all related notes and monthly periods then ended schedules thereto (collectively, the "Interim Financial Statements" and together with the Audited Annual Consolidated Financial Statements and the Reference Interim Consolidated Financial Statements, the "“Financial Statements"”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (iA) have been prepared from the Books and Records of Yorkwere or will be, (ii) have been as applicable, prepared in accordance with GAAP consistently applied throughout the periods covered thereby books of account and other financial records of the Group Companies in all material respects, (iiiB) present or will present, as applicable, fairly present in all material respects the assets consolidated financial condition and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries the Group Companies as of the respective dates thereof and for the respective periods thereofcovered thereby, except that (C) have been or will have been, as applicable, prepared in accordance with the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (BD) are subject to normally recurring year-end include or will include, as applicable, all adjustments that are not, necessary for a fair presentation in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "all material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any respects of the significant accounting policies, practices or procedures consolidated financial condition of York the Group Companies and its Subsidiaries, except the results of the operations of the Group Companies as disclosed in of the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in dates thereof and for the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeperiods covered thereby.

Financial Statements. Subject Company has previously made available to Parent copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York Subject Company and its Subsidiaries for each Subsidiaries, as of the years ended December 31, 2002 through 2004for the fiscal years 1993 and 1994, in each case including a balance sheet as of such date and the related consolidated statements of incomeoperations, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows for the five month period fiscal years 1992 through 1994, inclusive, as reported in Subject Company's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 1994 filed with the SEC under the Securities Exchange Act of 1934, as amended (collectively, the "Reference Financial StatementsExchange Act") and ), in each case accompanied by the audit report of Ernst & Young LLP, independent auditors with respect to Subject Company, (zb) the unaudited consolidated financial statements balance sheet of York Subject Company and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 1994 and June 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1995 and the related unaudited consolidated statements of incomeoperations, stockholdersshareholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectivelyas reported in Subject Company's Quarterly Report on Form 10-Q for the period ended June 30, the "Interim Financial Statements" and together 1995 filed with the Audited Financial Statements SEC under the Exchange Act and (c) the unaudited consolidated balance sheet of Subject Company and its Subsidiaries as of September 30, 1995 and the Reference Financial Statementsrelated unaudited consolidated statements of operations, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations shareholders' equity and cash flows for the period then ended. The December 31, 1994 consolidated balance sheet of York Subject Company (including the related notes, where applicable) fairly presents the consolidated financial position of Subject Company and its Subsidiaries as of the respective dates date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.13 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Subject Company and its Subsidiaries for the respective fiscal periods thereofor as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 6.13 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.13 will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except that in each case as indicated in such statements or in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, material. as permitted by Form 10-Q. The Audited Financial Statements books and records of Subject Company and its Subsidiaries have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "maintained in all material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made respects in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. (a) York FCN has heretofore delivered previously made available to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each BANC ONE copies of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet as sheets of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York FCN and its Subsidiaries as of and December 31, for the five months ended May 31fiscal years 1996 and 1997, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period fiscal years 1995 through 1997, inclusive, as reported in FCN's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 1997 filed with the SEC under the Securities Exchange Act of 1934, as amended (collectively, the "Reference Financial StatementsExchange Act"), in each case accompanied by the audit report of Arthur Andersen LLP, independent public accountants with respect tx XXX. Xxx Xxxxmber 31, 1997 consolidated balance sheet of FCN (including the related notes, where applicable) and (z) fairly presents the unaudited consolidated financial statements position of York FCN and its Subsidiaries as of the date thereof, and for each the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present the results of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 consolidated operations and November 30, 2005, respectively, changes in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows consolidated financial position of FCN and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements published rules and regulations of the Reference Financial StatementsSEC with respect thereto; and each of such statements (including the related notes, the "Financial Statements"). The Financial Statements (iwhere applicable) have has been prepared from the Books and Records of York, (ii) have been prepared in all material respects in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except, in each case, as indicated in such statements or in the notes thereto. The books and (iii) fairly present records of FCN and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are notand any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on the December 31, 1997 consolidated balance sheet of FCN is adequate in all material respects under the aggregaterequirements of GAAP to provide for possible losses, material or net of recoveries relating to loans previously charged off, on loans outstanding (iiincluding, without limitation, accrued interest receivable) incurred since November 30as of December 31, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole1997.

Financial Statements. The combined balance sheets of the Company -------------------- and its subsidiaries and TCG Partners, a New York general partnership (a) York has heretofore delivered to Buyer Parties (x) collectively, "TCG"), as of December 31, 1995 and the audited consolidated financial related combined --- statements of York operations, changes in stockholders' equity and its Subsidiaries partners' capital (deficit), and cash flows for each of the years ended December 31, 2002 through 2004, in each case including a 1994 and 1995 and the combined balance sheet of TCG as of such date June 30, 1996 and the related combined statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity operations and cash flows for the five six month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 20051996 included in the Registration Statement and the Prospectuses, September 30together with the related schedules and notes, 2005present fairly the combined financial position of TCG at the dates indicated and the combined results, October of TCG's operations and TCG's cash flows for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent ---- basis throughout the periods involved. The consolidated balance sheet of the Company and its subsidiaries as of December 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1996 and the related consolidated statements of incomeoperations, changes in stockholders' equity and partners' capital (deficit) and cash flows for each the year ended December 31, 1996 and the consolidated balance sheet of the respective year-to-date and monthly periods then ended (collectivelyCompany as of June 30, the "Interim Financial Statements" and together with the Audited Financial Statements 1997 and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results related consolidated statements of operations and cash flows for the six months ended June 30, 1997 included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the consolidated financial position of York the Company and its Subsidiaries as consolidated subsidiaries at the dates indicated and the statements of operations, changes in stockholders' equity and partners' capital (deficit) and cash flows of the respective dates Company and its consolidated subsidiaries for the respective periods thereofspecified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notif any, included in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made Registration Statement present fairly in accordance with GAAP that are not, the information required to be stated therein. The selected financial data and the summary financial information included in the aggregate, material or (ii) incurred since November 30, 2005 Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeRegistration Statement.

Financial Statements. (a) York Parent has heretofore delivered previously made available to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each Company copies of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet as sheets of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Parent and its Subsidiaries as of and December 31 for the five months ended May 31, 2005, in each case including a balance sheet as of such date fiscal year 2001 and 2000 and the related consolidated statements of income, stockholderschanges in shareholders' equity and comprehensive income, and cash flows for the five month period fiscal years 1999 through 2001, inclusive, as reported in Parent's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 2001 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The December 31, 2001 consolidated balance sheet of Parent (collectivelyincluding the related notes, where applicable) fairly presents the "Reference Financial Statements") and (z) the unaudited consolidated financial statements position of York Parent and its Subsidiaries as of the date thereof, and for each the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of the year-to-date periods ended June 30unaudited statements, 2005to recurring audit adjustments normal in nature and amount), September 30, 2005, October 31, 2005 the results of the consolidated operations and November 30, 2005, respectively, changes in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows consolidated financial position of Parent and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) complies, and monthly periods then ended (collectively, the "Interim Financial Statements" and together financial statements to be filed with the Audited Financial Statements SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed with the SEC after the date hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results records of operations and cash flows of York Parent and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. SJNB has previously delivered to Saratoga copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York financial condition of SJNB and its Subsidiaries for each Subsidiaries, as of the years ended December 31, 2002 through 2004for the fiscal years 1997 and 1998, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows for the five month period ended May 31fiscal years 1996 through 1998, 2005 inclusive, as reported in SJNB's Annual Reports on Form 10-K for the relevant fiscal years filed with the SEC under the Exchange Act, in each case accompanied by the report of KPMG LLP, independent auditors with respect to SJNB (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "SJNB Consolidated Financial Statements"). The Financial Statements Each of the financial statements referred to in this Section 3.2(d) (iincluding the related notes, where applicable) have been prepared from fairly present, and the Books consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the cases of the unaudited statements, to normal recurring and Records year-end audit adjustments, none of Yorkwhich are expected to be material in nature or amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial condition of SJNB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (iiincluding the related notes, where applicable) have been prepared complies, and the financial statements referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 5.14 will be, prepared, in all material respects, in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except in each case as indicated in such statements or in the notes thereto or, in the case of the unaudited statements (subject to normal recurring and (iii) fairly present year-end audit adjustments), as permitted by Form 10-Q. The books and records of SJNB and its Subsidiaries have been, and are being, maintained where required in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that and any other applicable legal and accounting requirements and, where such books and records purport to reflect any transactions, the transactions so reflected are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeactual transactions.

Financial Statements. Norwest has previously made available to Xxxxx Fargo copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Norwest and its Subsidiaries as of and December 31, for the five months ended May 31fiscal years 1996 and 1997, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for the five month period fiscal years 1995 through 1997, inclusive, as reported in Norwest's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 0000 (collectivelyxxx "Xxxxxxx 00-X") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Reference Financial StatementsExchange Act") ), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Norwest; and (zii) the unaudited consolidated financial statements balance sheets of York Norwest and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1998 and the related consolidated statements of comprehensive income, changes in stockholders' equity and cash flows for each the three months ended March 31, 1998, as reported in Norwest's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 filed with the SEC under the Exchange Act. The March 31, 1998 consolidated balance sheet of Norwest (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Norwest and its Subsidiaries as of the respective year-to-date and monthly periods then ended (collectivelythereof, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statementsother financial statements referred to in this Section 3.6 (including the related notes, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of the consolidated operations and cash flows changes in stockholders' equity and consolidated financial position of York Norwest and its Subsidiaries for the respective fiscal periods or as of the respective dates and for the respective periods thereoftherein set forth, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end normal adjustments that are not, in the aggregatecase of unaudited statements; each of such statements (including the related notes, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included where applicable) complies in all material respects with applicable accounting requirements and with the Audited Financial Statements. York has not received any notice from its independent auditors, published rules and Seller otherwise does not have Knowledge, regulations of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) SEC with respect to York's internal control over financial reporting. Since December 31thereto; and each of such statements (including the related notes, 2004, there where applicable) has been no change prepared in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made all material respects in accordance with GAAP that are notconsistently applied during the periods involved, except, in the aggregateeach case, material as indicated in such statements or (ii) incurred since November 30, 2005 in the ordinary course notes thereto. The books and records of business consistent with past practice and in amounts that are not material to York Norwest and its Subsidiaries taken as a wholehave been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) Each of the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004(including, in each case including a balance sheet as of such date and case, any related notes thereto) contained in the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended Company SEC Documents (collectively, the "Audited Financial StatementsCOMPANY FINANCIAL STATEMENTS"), including each Company SEC Document filed after the Agreement Date until the Closing, (yi) complied, as of their respective dates of filing with the SEC, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP (except in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q or Form 8-K) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and (iii) fairly presented in all material respects the consolidated financial statements position of York Company and its Subsidiaries as of and for at the five months ended May 31, 2005, in each case including a balance sheet as of such date respective dates thereof and the related statements consolidated results of income, stockholdersCompany's and its Subsidiaries' equity operations and cash flows for the five month period ended May 31periods indicated (except that the unaudited interim financial statements were subject to normal and recurring year-end and quarter-end adjustments which were not material). Except as reflected in the balance sheet of the Company dated September 30, 2005 included in the Form 10-Q filed by the Company with the SEC on November 7, 2005 (collectively, the "Reference Financial StatementsCOMPANY BALANCE SHEET") and (z) or described in the unaudited notes thereto), neither the Company nor any of its Subsidiaries has any Liabilities of any nature that would be required to be disclosed on a consolidated financial statements balance sheet of York the Company and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereofapplied, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) Liabilities incurred since November September 30, 2005 in the ordinary course of business consistent with past practice and practice, (ii) Liabilities under a Company Material Contract (as defined in amounts that are not material Section 3.12 below) set forth on Schedule 3.4(b) of the Company Disclosure Letter or under a Contract entered into to York and by the Company or any of its Subsidiaries taken as subsequent to the Agreement Date not in violation of Section 5.2(a) below, (iii) Liabilities reserved against in the Company Balance Sheet (but only to the extent of such reserve), (iv) Liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (v) Liabilities which, individually or in the aggregate, would not reasonably be expected to have a wholeMaterial Adverse Effect on the Company.

Financial Statements. (a) York Newcourt has heretofore delivered previously made available to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each CIT copies of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet sheets of Newcourt and the Newcourt Subsidiaries as of such date December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income, stockholders' equity income and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity retained earnings and cash flows for the five month period ended May 31fiscal years 1996 through 1998, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectivelyinclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including a balance sheet the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of such date the dates thereof, and the other financial statements referred to in this Section 4.6 (including the related statements of incomenotes, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) present, and the financial conditionstatements to be filed with the OSC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flows consolidated financial position of York Newcourt and its the Newcourt Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and for the respective financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") consistently applied during the periods thereofinvolved, except that as indicated in the Reference Financial Statements notes thereto or, in the case of unaudited interim statements, as permitted by the rules and Interim Financial Statements regulations of the OSC. Except (A) do not have footnotes as required by GAAP and reflected in such financial statements or in the notes thereto, (B) are subject to normally recurring year-end adjustments that are not, for liabilities incurred in connection with this Agreement or the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, transactions contemplated hereby and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight BoardC) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, for liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) obligations incurred since November 30, 2005 in the ordinary course of business consistent business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Significant Newcourt Subsidiaries have been, and are being, maintained in all material respects in accordance with past practice Canadian GAAP and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (a) York Pamrapo has heretofore previously delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each BCB copies of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet as sheets of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Pamrapo and its Subsidiaries as of and December 31 for the five months ended May 31fiscal years 2008 and 2007, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, changes in stockholders' ’ equity and cash flows for the five month period fiscal years 2006 through 2008, inclusive, as reported in Pamrapo’s Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 2008 filed with the SEC under the Securities Exchange Act of 1934, as amended (collectivelythe “Exchange Act”), in each case accompanied by the "Reference audit report of Xxxxx Xxxxxx Company LLP, independent registered public accountants with respect to Pamrapo, (collectively the “Pamrapo Financial Statements"”). The December 31, 2008 consolidated balance sheet of Pamrapo (including the related notes, where applicable) and (z) fairly presents the unaudited consolidated financial statements position of York Pamrapo and its Subsidiaries as of the date thereof, and for each the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the case of the year-to-date periods ended June 30unaudited statements, 2005, September 30, 2005, October 31, 2005 to recurring audit adjustments normal in nature and November 30, 2005, respectively, in each case including a balance sheet as of such date amount and the related statements absence of incomefootnotes), stockholders' equity the results of the consolidated operations and cash flows consolidated financial position of Pamrapo and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) comply, and monthly periods then ended (collectivelythe financial statements referred to in Section 6.7 hereof will comply, the "Interim Financial Statements" in all material respects with applicable accounting requirements and together with the Audited Financial Statements published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements referred to in Section 6.7 hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present records of Pamrapo and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. Premier has previously made available to Northern Illinois copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Premier and its Subsidiaries as of and for the five months ended May December 31, 2005, in each case including a balance sheet as of such date 1993 and 1994 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period fiscal years ended May December 31, 2005 (collectively1992, 1993 and 1994, inclusive, as reported in Premier's Annual Report on Form 10-K for the "Reference Financial Statements") fiscal year ended December 31, 1994 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Premier, and (zb) the unaudited consolidated financial statements balance sheet of York Premier and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 1995 and November September 30, 2005, respectively, in each case including a balance sheet as of such date 1994 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three- and nine-month periods then ended as reported in Premier's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the SEC under the Exchange Act (the "Premier Third Quarter 10-Q"). The December 31, 1994 consolidated balance sheet of Premier (including the related notes, where applicable) fairly presents the consolidated financial position of Premier and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the related notes, where applicable) fairly present the results of the consolidated operations and changes in stockholders' equity and cash flows consolidated financial position of Premier and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth, subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and monthly periods then ended amount; each of such statements (collectivelyincluding the related notes, the "Interim Financial Statements" where applicable) comply in all material respects with applicable accounting requirements and together with the Audited Financial Statements published rules and regulations of the Reference Financial StatementsSEC with respect thereto; and each of such statements (including the related notes, the "Financial Statements"). The Financial Statements (iwhere applicable) have has been prepared from the Books and Records of York, (ii) have been prepared in all material respects in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present records of Premier and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. (a) York has heretofore delivered to Buyer Parties Each of (xi) the audited consolidated financial statements of York and its Subsidiaries for each balance sheets of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Orchard and its Subsidiaries as of December 31, 2004 and for the five months ended May December 31, 2005, in each case including a balance sheet as of such date respectively, and the related audited consolidated statements of incomeoperations, stockholders' shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the five month period ended May 31years then ended, 2005 including the notes thereto (collectively, the "Reference “Audited Financial Statements") and ”), (zii) the unaudited consolidated financial statements balance sheet of York the Orchard and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October December 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 2006 and the related unaudited consolidated statements of incomeoperations, stockholders' shareholders’ equity and cash flows for each of the respective year-to-date Orchard and monthly periods its Subsidiaries for the year then ended ended, including the condensed, consolidated footnotes thereto (collectively, the "Interim “Unaudited Financial Statements" ”), and together with (iii) the Audited Financial Statements management prepared draft consolidated balance sheet of the Orchard and its Subsidiaries as of March 31, 2007 and the Reference Financial related management prepared draft consolidated statements of operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the period then ended (the “Draft Quarterly Statements”), the "Financial Statements"). The Financial Statements (ix) have been prepared from from, and are in accordance with, the Books books and Records records of Yorkthe Orchard and its Subsidiaries, (iiy) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Orchard and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of Draft Quarterly Statements to recurring year-end audit adjustments normal in nature and amount) and (z) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except, in each case, as indicated in such statements or in the notes thereto. The books and (iii) fairly present records of the Orchard and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken Orchard as a wholeresult of or in connection with any disagreements with the Orchard on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) York The Seller has heretofore delivered previously made available to Buyer Parties (x) the Buyer, for copying, originals of the Seller Financial Statements, which, in the case of the audited consolidated statements, are accompanied by the audit report of KPMG LLP, independent public accountants for the Seller. Each of the Seller Financial Statements referred to in this Section 4.09 (including the related notes, where applicable) fairly presents (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), and the financial statements of York and its Subsidiaries for referred to in Section 7.08 hereof each will fairly present, the results of the years ended December 31, 2002 through 2004, consolidated operations and changes in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows consolidated financial position of the Seller, the Seller's Bank and the Seller's Subsidiaries for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries or as of the respective dates and for therein set forth; each of the respective periods thereof, except that the Reference Financial Statements and Interim Seller Financial Statements (Aincluding the related notes, where applicable) do not have footnotes has been prepared, and the financial statements referred to in Section 7.08 hereof will be prepared, in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notindicated in the notes thereto or, in the aggregatecase of unaudited statements, materialas permitted by Form 10-Q under the Exchange Act. The Audited audits of the Seller, the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, (x) the allowance for possible loan losses included in the Seller Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorswas, and Seller otherwise does not have Knowledge, of any matter that would the allowance for possible loan losses to be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed included in the Financial Statements. York has no debtsfinancial statements referred to in Section 7.08 hereof will be, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made determined in accordance with GAAP that are notand is, and will be, adequate to provide for losses relating to or inherent in the aggregateloan and lease portfolios of the Seller, material or the Seller's Bank and the Seller's Subsidiaries (iiincluding without limitation commitments to extend credit), and (y) incurred since November 30, 2005 the Other Real Estate Owned ("OREO") included in the ordinary course Seller Financial Statements was, and the OREO included in the financial statements referred to in Section 7.08 hereof will be, carried net of business consistent reserves at the lower of cost or market value in accordance with past practice GAAP or the regulations or other requirements of the FDIC and the Massachusetts Commissioner. The books and records of the Seller, the Seller's Bank and the Seller's Subsidiaries are true and complete in amounts that all material respects and have been, and are not being, maintained in all material to York respects in accordance with applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (ai) York has heretofore delivered to Buyer Parties (x) the audited consolidated The historical financial statements and the related notes thereto of York the Company and its Subsidiaries for consolidated subsidiaries included or incorporated by reference in each of the years ended December 31, 2002 through 2004, Registration Statement and the General Disclosure Package and the Final Prospectus present fairly in each case including a balance sheet all material respects the financial position of the Company and its consolidated subsidiaries as of such date the dates indicated and the related statements results of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date their operations and the related statements of income, stockholders' equity and changes in their cash flows for the five month period ended May 31, 2005 periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles accepted in the United States (collectively, “GAAP”) applied on a consistent basis throughout the "Reference Financial Statements") and periods covered thereby; (zii) the unaudited consolidated other financial statements information of York the Company and its Subsidiaries as of and for consolidated subsidiaries included or incorporated by reference in each of the year-to-date periods ended June 30Registration Statement and the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, 2005and presents fairly the information shown thereby; and (iii) KPMG LLP (“KPMG”) has certified the historical statement of revenues and direct operating expenses with respect to certain interests in oil and gas properties, September 30rights and related assets in the Western Eagle Ford basin (the “July Western Eagle Ford Assets”) acquired by Javelin EF L.P., 2005(a subsidiary of the Company) (the “Purchaser”) from Mesquite Comanche Holdings, October 31LLC (“Comanche Holdings”) and SN EF Maverick, 2005 LLC (“SN EF Maverick,” collectively, with Comanche Holdings, the “Seller”) pursuant to that certain Purchase and November 30Sale agreement, 2005dated as of May 2, respectively2023 among the Purchaser and the Seller, incorporated by reference in each case including a balance sheet as of the Registration Statement and the General Disclosure Package and the Final Prospectus, and to the knowledge of the Company such date financial statements and the related notes thereto present fairly in all material respects the revenues and direct operating expenses of the July Western Eagle Ford Assets for the period specified; to the knowledge of the Company, such financial statements of income, stockholders' equity have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby. The unaudited pro forma financial information and cash flows for the related notes thereto included or incorporated by reference in each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements Registration Statement and the Reference Financial Statements, General Disclosure Package and the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have Final Prospectus has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby Commission’s rules and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) guidance with respect to York's internal control over pro forma financial reporting. Since December 31information, 2004, there has been no change and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated by reference in any each of the significant accounting policies, practices or procedures of York Registration Statement and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in General Disclosure Package and the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeFinal Prospectus.

Financial Statements. (a) York The Company has heretofore delivered previously made available to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each Park Sterling copies of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each sheets of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of and December 31 for the five months ended May 31fiscal years 2010, 20052011 and 2012, and the related consolidated statements of income (loss), of comprehensive income (loss), of changes in stockholders’ equity, and of cash flows, as reported in the Company 10-K, in each case including a balance sheet as accompanied by the audit report of such date and the related statements of incomeXxxxxxx Xxxxx, stockholders' equity and cash flows for the five month period ended May 31LLC. The September 30, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited 2013 consolidated financial statements of York the Company (including the related notes, where applicable) included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013 fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the date thereof, and for each all of the year-to-date periods ended June 30financial statements referred to in this Section 3.7 (including the related notes, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectivelywhere applicable) fairly present in all material respects (subject, in each the case including a balance sheet as of such date the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations, comprehensive income, changes in stockholders’ equity, cash flows and the related statements consolidated financial position of income, stockholders' equity the Company and cash flows its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) in all material respects complies with applicable accounting requirements and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements published rules and regulations of the Reference Financial StatementsSEC with respect thereto; and each of such statements (including the related notes, the "Financial Statements"). The Financial Statements (iwhere applicable) have been prepared from the Books and Records of York, (ii) have has been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved. There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and (iii) fairly present an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 3.7. The books and records of the Company and its Subsidiaries in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are notapplicable Law and GAAP. Xxxxxxx Xxxxx, in LLC has not resigned or been dismissed as independent public accountants of the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken Company as a wholeresult of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. Attached hereto as Schedule 5.12 is the -------------------- ------------- Company's unaudited balance sheet (athe "Balance Sheet") York has heretofore delivered to Buyer Parties as of December 31, 1998 ------------- (xthe "Balance Sheet Date"), and the unaudited statement of operations for the ------------------ twelve-month period then ended. Included in the Company's Registration Statement on Form S-1 effective June 19, 1998 (the "Form S-1") are the Company's -------- audited balance sheets as of April 30, 1996 and 1997, and December 31, 1997, and the audited consolidated financial statements of York operations, cash flow and its Subsidiaries shareholders' equity for each of the years periods then ended, together with the related opinion thereon of Xxxxxx Xxxxxxxx LLP, independent certified public accountants. Included in the Company's Report on 10-Q for the quarterly period ended December 31September 30, 2002 through 2004, in each case including a 1998 (the "Form 10-Q") are the Company's unaudited balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1998 --------- and the related statements unaudited statement of income, stockholders' equity and cash flows operations for each of the respective yearnine-to-date and monthly periods month period then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements")ended. The Financial Statements foregoing financial statements (i) have been prepared from are in accordance with the Books books and Records records of Yorkthe Company, (ii) present fairly the financial condition of the Company at the Balance Sheet Date and other dates therein specified and the results of its operations and cash flow for the periods therein specified, and (iii) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied throughout on a basis consistent with prior accounting periods. Specifically, but not by way of limitation, the periods covered thereby and (iii) fairly present in Balance Sheet discloses all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligationsand obligations of any nature (whether absolute, whether accrued, absolute, contingent or otherwise, otherwise and whether currently due or to become due, except those (i) set forth in of the Financial Statements in Company at the amounts set forth therein, Balance Sheet Date which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made must be disclosed on a balance sheet in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholegenerally accepted accounting principles.

Financial Statements. CIT has previously made available to Newcourt copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York CIT and its the CIT Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, changes in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows for the five month period ended May 31fiscal years 1996 through 1998, 2005 (collectivelyinclusive, in each case accompanied by the "Reference Financial Statements") audit report of KPMG LLP, independent public accountants with respect to CIT and (zb) the unaudited consolidated financial statements balance sheets of York CIT and its the CIT Subsidiaries as of March 31, 1999 and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1999 and the related unaudited consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for each of the respective year-to-date three month and monthly six month periods then ended (collectivelyended, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements")respectively. The Financial Statements (i) have been prepared from December 31, 1997 and 1998 consolidated balance sheets of CIT, including the Books and Records of Yorkrelated notes, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the consolidated financial condition, results position of operations and cash flows of York CIT and its Subsidiaries as of the respective dates thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods thereofor as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except that as indicated in the Reference Financial Statements and Interim Financial Statements notes thereto or, in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) do not have footnotes as required by GAAP and reflected in such financial statements or in the notes thereto, (B) are subject to normally recurring year-end adjustments that are not, for liabilities incurred in connection with this Agreement or the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, transactions contemplated hereby and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight BoardC) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, for liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) obligations incurred since November 30, 2005 in the ordinary course of business consistent business, neither CIT nor any of the CIT Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and are being, maintained in all material respects in accordance with past practice U.S. GAAP and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. The Company has previously made available to Parent copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of September 30, 2002 and for the five months ended May 312003, 2005, in each case including a balance sheet as of such date and the related consolidated statements of incomeoperations, stockholders' comprehensive income (loss), changes in equity and cash flows for the five month period fiscal years 2001 through 2003, inclusive, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31September 30, 2005 (collectively2003 filed with the SEC under the Exchange Act, accompanied by the "Reference Financial Statements") audit report of KPMG LLP, independent public accountants with respect to the Company, and (zii) the unaudited consolidated statement of financial statements condition of York the Company and its Subsidiaries as of June 30, 2004 and the related unaudited consolidated statements of operations and cash flows for each of the yearthree- and nine-tomonth periods then ended as included in the Company’s Quarterly Report on Form 10-date periods Q for the period ended June 30, 2005, 2004 filed with the SEC under the Exchange Act. The September 30, 20052003 consolidated statement of condition of the Company (including the related notes, October 31where applicable) fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, 2005 and November 30the other financial statements referred to in this Section 5.01(f) (including the related notes, 2005where applicable) fairly present, respectivelyand the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in each the case including a balance sheet of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) complies, and monthly periods then ended (collectively, the "Interim Financial Statements" and together financial statements to be filed by the Company with the Audited Financial Statements SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed by the Company with the SEC after the date of this Agreement will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereofinvolved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, material. The Audited Financial Statements have as permitted by Form 10-Q. KPMG LLP has not resigned or been examined by Deloitte & Touche, LLP, dismissed as independent certified public accountants, whose report thereon is included accountants of the Company as a result of or in connection with any disagreements with the Audited Financial Statements. York has not received any notice from its independent auditorsCompany on a matter of accounting principles or practices, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" financial statement disclosure or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices auditing scope or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeprocedure.

Financial Statements. Bank of America has previously made available to FleetBoston copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements Bank of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York America and its Subsidiaries as of and for the five months ended May December 31, 20052000, in each case including a balance sheet as of such date 2001 and 2002, and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for the five month period years then ended May as reported in Bank of America's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 2002 (collectively, the "Reference Financial StatementsBank of America 2002 10-K") filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to Bank of America, and (zii) the unaudited consolidated financial statements balance sheet of York Bank of America and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 20052002 and 2003, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for each of the respective year-to-date and monthly six month periods then ended, as reported in Bank of America's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial StatementsBank of America 10-Q"). The Financial Statements December 31, 2002 consolidatex xxxxxxx xxxxx xx Xxxx xx Xxxxxxa (iincluding the related notes, where applicable) have been prepared from fairly presents in all material respects the Books consolidated financial position of Bank of America and Records its Subsidiaries as of Yorkthe date thereof, and the other financial statements referred to in this Section 4.6 (ii) have been prepared in accordance with GAAP consistently applied throughout including the periods covered thereby and (iiirelated notes, where applicable) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of the consolidated operations and cash flows changes in shareholders' equity and consolidated financial position of York Bank of America and its Subsidiaries for the respective fiscal periods or as of the respective dates and for the respective periods thereoftherein set forth, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and adjustments made with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP that are notconsistently applied during the periods involved, except, in the aggregateeach case, material as indicated in such statements or (ii) incurred since November 30, 2005 in the ordinary course notes thereto. The books and records of business consistent with past practice and in amounts that are not material to York Bank of America and its Subsidiaries taken as a wholehave been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) York iPCS has heretofore delivered previously made available to Buyer Parties the Company copies of certain financial statements of iPCS and its Subsidiaries consisting of (xi) the audited consolidated financial statements contained in iPCS Annual Report on Form 10-K for the fiscal year ended September 30, 2004 as filed with the SEC (the balance sheet as of York September 30, 2004 contained therein being referred to herein as the "iPCS Balance Sheet"), and its Subsidiaries (ii) the unaudited financial statements contained in iPCS' Quarterly Report on Form 10-Q for each of the years fiscal quarter ended December 31, 2002 through 2004, 2004 as filed with the SEC (the financial statements described in each case including a balance sheet this sentence being referred to herein as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "iPCS Financial Statements"). The iPCS Financial Statements (iincluding the related notes, where applicable) have been prepared from fairly present in all material respects, and the Books and Records financial statements filed by iPCS with the SEC after the date of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) this Agreement will fairly present in all material respects the assets and liabilities (including all reserves) and the consolidated financial condition, results position of operations and cash flows of York iPCS and its Subsidiaries as of the respective dates thereof and the results of the consolidated operations of the parties to which they relate for the respective fiscal periods thereof, except that or as of the Reference Financial Statements and Interim Financial Statements respective dates therein set forth (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notsubject, in the aggregatecase of the unaudited statements, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included to audit adjustments normal in amount and nature and to any other adjustments described therein) in conformity with GAAP (except in the Audited Financial Statements. York has not received any notice case of the unaudited statements for the lack of complete notes thereto) applied on a consistent basis during the periods involved (except (i) as may be indicated therein or in the notes thereto and (ii) for prior period adjustments from its independent auditors, and Seller otherwise does not have Knowledge, of any matter Sprint PCS that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect apply to York's internal control over financial reportingiPCS). Since December 31September 30, 2004, there iPCS has been no not made any change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed policies applied in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration preparation of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholefinancial statements.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited The consolidated financial statements of York the Company included in the Company SEC Filings have been prepared in accordance with United States generally accepted accounting principles consistently applied and consistent with prior periods ("GAAP") and the published rules and regulations of the SEC applicable thereto, except, in the case of unaudited interim consolidated financial statements, as permitted by Form 10-Q adopted under the Exchange Act. The consolidated balance sheets of the Company included in the Company SEC Filings fairly present the financial position of the Company and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date their respective dates, and the related consolidated statements of incomeoperations, stockholders' equity and cash flows included in the Company SEC Filings fairly present the results of operations of the Company and its Subsidiaries for each of the respective periods then ended (collectivelyended, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005subject, in each the case including a of unaudited interim financial statements, to year-end adjustments (which consist of normal recurring accruals) and the absence of certain footnote disclosures. Except for (A) liabilities or obligations that are accrued or reserved against in the Company's balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 20052001 (the "Balance Sheet Date") included in its Quarterly Report on Form 10-Q for the three months then ended, September 30(B) contingent liabilities to the extent identified in the notes to the Company's financial statements contained in the Annual Report (as qualified by any subsequent inclusion of a liability, 2005, October 31, 2005 and November 30, 2005, respectively, reserve or expense in each case including a the balance sheet as of such date and June 30, 2001 included in its Quarterly Report on Form 10-Q for the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods three months then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"ended). The Financial Statements (i) have been prepared from the Books and Records of York, (iiC) have been prepared in accordance with GAAP consistently applied throughout liabilities and obligations incurred subsequent to the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 Balance Sheet Date in the ordinary course of business and consistent with past practice and (D) obligations otherwise incurred in amounts that the ordinary course of business and consistent with past practice which are not material required to York and be disclosed in accordance with GAAP, none of the Company or any of its Subsidiaries taken as a wholehas any material liabilities or obligations (whether fixed, absolute, accrued, contingent, secured or unsecured, known or unknown or otherwise).

Financial Statements. (a) York Prior to the date hereof, Heinz Corporation II has heretofore delivered to Buyer Parties (x) filed with the audited SEC the consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Heinz Corporation II and its Subsidiaries as of December 29, 2013, and for the five months ended May 31December 28, 20052014, in each case including a balance sheet as of such date and the related consolidated statements of incomeoperations, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and shareholders’ equity for each of the yearthree years in the period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-to-date periods K for the fiscal year ended June 30December 28, 20052014, September 30including any amendments thereto filed with the SEC prior to the Measurement Date, 2005filed with the SEC under the Exchange Act, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as accompanied by the audit report of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended PricewaterhouseCoopers LLP (collectively“PwC”), the "Interim independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Heinz Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"”). The consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements fairly present, and the consolidated balance sheets of Heinz Corporation II (iincluding the related notes, where applicable) have been prepared from included in the Books and Records Heinz SEC Reports filed after the date of Yorkthis Agreement will fairly present, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the consolidated financial condition, results position of operations and cash flows of York Heinz Corporation II and its Subsidiaries as of the respective dates thereof, and the consolidated statements of operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the consolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the consolidated operations and changes in shareholders’ equity and cash flows of Heinz Corporation II and its Subsidiaries for the respective fiscal periods thereof, except that the Reference Financial Statements and Interim Financial Statements therein set forth (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notsubject, in the aggregatecase of unaudited statements, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, to notes and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications audit adjustments that will not be material in amount or effect); each of such statements (including the related notes, where applicable) complies in all material respects with the published rules and adjustments made regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared, or will be prepared, as applicable, in all material respects in accordance with GAAP that are notgenerally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved, except, in the aggregateeach case, material as indicated in such statements or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholenotes thereto.

Financial Statements. (a) York Issuer has heretofore delivered previously made available to Buyer Parties (xi) copies of the audited consolidated financial balance sheets of Issuer as of December 31 for the fiscal years 2004 through 2006, inclusive, and the related consolidated statements of York operations, changes in stockholders’ equity and its Subsidiaries comprehensive income and cash flows for each of the fiscal years 2004 through 2006, inclusive, as reported in Issuer’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2002 through 20042005 and December 31, 2006 filed with the SEC under the Exchange Act, in each case including a accompanied by the audit report of Issuer’s independent registered public accountants, (ii) unaudited consolidated balance sheet sheets of Issuer as of such date March 31, 2007 and June 30, 2007, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31first two fiscal quarters of 2007, 2005 and (iii) restated consolidated statements of cash flows as described in Section 3.11 of the Issuer Disclosure Schedule (collectively, the "Reference “Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each ”). Each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been was prepared from in accordance with the Books books of account and Records other financial records of YorkIssuer and its Subsidiaries, (ii) have been prepared in accordance with GAAP consistently applied throughout presents fairly the periods covered thereby consolidated financial condition and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York Issuer and its Subsidiaries as of the respective dates and thereof or for the respective periods thereofcovered thereby in accordance with GAAP, except that the Reference Financial Statements and Interim Financial Statements (Aiii) do not have footnotes as required by was prepared in accordance with GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included applied on a basis consistent with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, past practices of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York Issuer and its Subsidiaries, and (iv) includes all adjustments (consisting, except as disclosed otherwise described in the notes to the Financial Statements, only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Issuer and its Subsidiaries and the results of the operations of Issuer and its Subsidiaries as of the dates thereof or for the periods covered thereby. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) Except as set forth in the Financial Statements SEC Documents, the consolidated financial statements of Issuer for the fiscal years 2004 through 2006 complied as to form in all material respects with applicable accounting requirements and the amounts set forth therein, which have been paid or discharged as they have become due after published rules and regulations of the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance SEC with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholerespect thereto.

Financial Statements. The Company has furnished each holder of Notes and each Purchaser of Accepted Notes with the following financial statements: (ai) York has heretofore delivered to Buyer Parties (x) consolidated balance sheets of the audited consolidated financial statements of York Company and its Subsidiaries for (and, if required pursuant to Section 7.4, consolidating balance sheets of the Unrestricted Subsidiaries as described in Section 7.4) as at September 30 in each of the three fiscal years ended December 31, 2002 through 2004, in each case including a balance sheet 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 the related consolidated statements of income, stockholders' equity and cash flows for each and shareholders’ equity of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of and for the five months ended May 31(and, 2005if required pursuant to Section 7.4, in each case including a balance sheet as of such date and the related consolidating statements of income, stockholders' equity and cash flows and shareholders’ equity of the Unrestricted Subsidiaries as described in Section 7.4) for the five month period ended May 31each such year, 2005 all of such financial statements (collectivelyother than any such consolidating financial statements) reported on by Ernst & Young LLP, the "Reference Financial Statements") and (zii) consolidated balance sheets of the unaudited consolidated financial statements of York Company and its Subsidiaries as of and for each (and, if required pursuant to Section 7.4, consolidating balance sheets of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, Unrestricted Subsidiaries as described in each case including a balance sheet Section 7.4) as at the end of the quarterly period (if any) most recently completed prior to such date and after the related 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 and shareholders’ equity for each the periods from the beginning of the respective 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-to-date and monthly periods then ended (collectivelyend adjustments), the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied followed throughout the periods covered thereby involved and (iii) 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 in all material respects the assets and liabilities (including all reserves) and consolidated condition of the financial condition, results of operations and cash flows of York 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 respective dates operations of the Company and its Subsidiaries and their cash flows for the respective periods thereofindicated. Since the most recent audited financial statements delivered pursuant to Section 7.1(b), except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements or if no such financial statements have been examined by Deloitte & Touchedelivered, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, most recent audited financial statements referred to in clause (i) of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004this Section 5.5, there has been no change in the financial condition, operations, business or properties of the Company or any of the significant accounting policies, practices its Subsidiaries except changes that individually or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or aggregate would not reasonably be expected to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeMaterial Adverse Effect.

Financial Statements. (a) York The Company has heretofore delivered previously made available to Buyer Parties Parent copies of (xa) the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of and for the five months ended May December 31, 20052002 and 2003, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows for the five month period fiscal years ended May December 31, 2005 2001, 2002 and 2003, in each case accompanied by the audit report of Xxxxx Xxxxxxxx, LLP (collectivelythe “Accounting Firm”), independent public accountants with respect to the "Reference Financial Statements"Company, (b) and the notes related thereto, (zc) the unaudited consolidated statement of financial statements condition of York the Company and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 2004 and the related unaudited consolidated statements of income and cash flows for the three (3) months ended March 31, 2004 and 2003 and (d) the notes related thereto (collectively, the “Company Financial Statements”). The Accounting Firm is independent with respect to the Company and its Subsidiaries to the extent required by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of financial condition of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated financial position of the Company and its Subsidiaries as of the dates thereof, and the consolidated statements of income, stockholders' changes in shareholders’ equity and cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods therein set forth; each of the respective year-to-date and monthly periods then ended Company’s consolidated financial statements (collectivelyincluding the related notes, where applicable) to be included in the "Interim Financial Statements" and together S-4 to be filed with the Audited Financial Statements SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the Reference Financial Statementspublished rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the "Financial Statements"). The Company Financial Statements (iincluding the related notes, where applicable) have been prepared from has been, and each of such consolidated financial statements (including the Books and Records of Yorkrelated notes, (iiwhere applicable) have been to be included in the S-4 to be filed with the SEC pursuant to this Agreement will be, prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except, in the case of unaudited statements, as permitted by the SEC with respect to financial statements included on Form 10-Q. The books and (iii) fairly present in all material respects records of the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York Company and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. Schedule 3.5 of the Contributor Disclosure Letter sets forth true, correct, and complete copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of (i) BCP Raptor, LLC, (ii) BCP Raptor II, LLC, and (iii) BCP PHP, LLC, as of and for the years ended December 31, 2002 through 20042020 and 2019, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity operations and cash flows for each of the respective twelve-month periods then ended (collectively, the "Audited “Contributor Year End Financial Statements"”), ; and (yb) the unaudited consolidated financial statements balance sheets of York each of (i) BCP Raptor, LLC, (ii) BCP Raptor II, LLC, and its Subsidiaries (iii) BCP PHP, LLC, as of and for the five months six month-period ended May 31June 30, 20052021, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity operations and cash flows for the five six-month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "“Contributor Interim Financial Statements" ,” and together collectively with the Audited Financial Statements and the Reference Contributor Year End Financial Statements, the "“Contributor Financial Statements"”). The Contributor Financial Statements (i) have been prepared from the Books and Records of York, (ii1) have been prepared in accordance with GAAP consistently applied throughout on a consistent basis during the periods covered thereby and involved (iiiexcept as may be indicated in the notes thereto), (2) fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the assets and liabilities (including all reserves) case of the unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosures and other presentation items customarily included in audited financial condition, statements) the financial position of the applicable Persons as of their respective dates and the results of operations and the cash flows of York the applicable Persons for the periods presented therein, and its Subsidiaries as (3) were derived from the books and records of the respective dates applicable Persons, which books and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements records (A) do not have footnotes as required by GAAP are accurate, complete, and correct in all material respects, (B) are subject to normally recurring year-end adjustments that are notrepresent actual, in the aggregatebona fide transactions, material. The Audited Financial Statements and (C) have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, prepared and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "maintained in all material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made respects in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of sound business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeaccounting practices for similarly situated private companies.

Financial Statements. The Parent has previously made available to Parent copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Parent and its Subsidiaries as of and December 31 for the five months ended May 31fiscal year 2002, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the five month period ended May 31fiscal years 2001 and 2002, 2005 accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (collectively, the "Reference “2002 Parent Audited Financial Statements"”) and (zb) the unaudited consolidated financial statements balance sheet of York the Parent and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 20052003, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the nine-month period then ended (the “September 30 Parent Unaudited Financial Statements”). The December 31, 2002 and September 30, 2003 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the respective year-to-date unaudited statements, to recurring audit adjustments normal in nature and monthly periods then ended (collectivelyamount), the "Interim Financial Statements" results of the consolidated operations and together consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the Audited Financial Statements SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed with the SEC after the date hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and (iii) fairly present in all material respects records of the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York Parent and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. Parent has been provided true, complete and correct copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York the Company and its Subsidiaries for each as of the fiscal years ended December 31, 2002 through 20042017 and December 31, in each case including a balance sheet as of such date 2016 and the related consolidated statements of incomefinancial condition, stockholders' operations, income (or loss), shareholders’ equity and cash flows for each of the respective periods then years then-ended (collectively, the "“Audited Financial Statements"), ”) and (yb) the unaudited consolidated financial statements balance sheets of York the Company and its Subsidiaries as of and for the five months (5)-month period ended May 31, 2005, in each case including a balance sheet as of such date 2018 and the related consolidated statements of incomefinancial condition, stockholders' operations, income (or loss), shareholders’ equity and cash flows for the five month (5)-month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the yearthen-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "“Interim Financial Statements" and ” and, together with the Audited Financial Statements and the Reference Financial Statements, the "“Financial Statements"”). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in all material respects in accordance with GAAP GAAP, consistently applied throughout the periods covered thereby applied, and (iii) fairly present fairly, in all material respects respects, the assets and liabilities (including all reserves) and consolidated financial position of the financial condition, results of operations and cash flows of York Company and its Subsidiaries as of the respective dates date indicated and the results of operations, cash flows, income (or loss) and shareholders’ equity for the respective periods thereofperiod then ended, except that with respect to the Reference Interim Financial Statements, which are subject in each case to (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes, in each case of (i) and (ii), none of which are material in nature or amount, individually or in the aggregate. The Financial Statements have been prepared from, and Interim Financial Statements in accordance with, the books and records of the Company and its Subsidiaries, which books and records have been maintained in accordance with GAAP in all material respects. The accounting controls of the Company and its Subsidiaries have been and are sufficient, in all material respects, to provide reasonable assurances that (A) do not have footnotes as required by GAAP all material transactions are executed in accordance with management’s general or specific authorization and (B) all transactions are subject recorded as reasonably necessary to normally recurring year-end adjustments that are notpermit the accurate preparation of financial statements in accordance with GAAP and, to the extent consistent therewith, the accounting principles, methods and practices used in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with preparing the Audited Financial Statements. York has not received any notice from its independent auditorsThe balance sheet as of May 31, 2018, which is included in the Interim Financial Statements, is referred to herein as the “Latest Balance Sheet” and May 31, 2018 is referred to as the “Latest Balance Sheet Date”, and Seller otherwise does not have Knowledge, the balance sheet as of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 20042017, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed which is included in the Audited Financial Statements. York has no debts, liabilities or obligationsis referred to herein as the “Audited Balance Sheet” and December 31, whether accrued, absolute, contingent or otherwise, whether currently due or 2017 is referred to become due, except those (i) set forth in as the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole“Audited Balance Sheet Date”.

Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) York has heretofore delivered to Buyer Parties (x) the audited a consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended Company as at December 31, 2002 through 20042021, in each case including and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheet as sheets of such date the Company and the related Consolidated Subsidiaries as at June 30, 2022, and interim condensed consolidated statements of income, stockholders' equity income and of cash flows for each flow of the Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statement prepared in accordance with clause (collectivelya) above, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a such balance sheet as and statement of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) income have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present in all material respects the assets and liabilities (including all reserves) financial position of the Company and the financial condition, Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations and cash flows of York and its Subsidiaries as of the respective dates Company and the Consolidated Subsidiaries for the respective fiscal periods thereofthen ended; or, except that in the Reference Financial Statements case of the financial statements referred to in clause (b), have been prepared in a manner consistent with the accounting practices and Interim Financial Statements policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) do not have footnotes as required by GAAP and the results of operations of the Company for the periods covered thereby, (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any position of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since Company at the date thereof, or that consist and (C) the cash flows of normal the Company for periods covered thereby (subject to year-end reclassifications and adjustments made adjustments). There are no contingent liabilities of the Company or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the Company that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP that are notand the rules and regulations of the Securities and Exchange Commission, in the aggregate, material or and (iibb) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are were not material to York and its Subsidiaries taken as a wholeso disclosed.

Financial Statements. Prior to the Closing, the Company shall have delivered to CDSS: (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial balance sheets of the Company as at December 31, in each of the years 2007 through 2009, and the related audited consolidated statements of York income, changes in stockholders’ equity, and its Subsidiaries cash flow for each of the fiscal years ended then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx independent registered public accounting firm, (b) a consolidated balance sheet of the Company as at December 31, 2002 through 20042009 (including the notes thereto, in each case including a balance sheet as of such date the “Balance Sheet”), and the related consolidated statements of income, changes in stockholders' equity ’ equity, and cash flows flow for each the fiscal year then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx, independent registered public accounting firm, and (c) an unaudited consolidated balance sheet of the respective periods then ended Company as at February 28, 2010 (collectively, the "Audited Financial Statements"), (y“Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flow for the two months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of York operations, changes in stockholders’ equity, and its Subsidiaries cash flow of the Company as at the respective dates of and for the five months ended May 31periods referred to in such financial statements, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared all in accordance with GAAP consistently applied throughout GAAP, subject, in the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the case of interim financial conditionstatements, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally normal recurring year-end adjustments that are (the effect of which will not, individually or in the aggregate, materialbe materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this section reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company are required by GAAP to be included in the consolidated financial statements of the Company. The Audited Financial Statements have been examined by Deloitte & ToucheCompany has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary, LLP, independent certified public accountants, whose report thereon (1) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (2) to maintain accountability for assets; (iii) access to assets is included permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets compared with the Audited Financial Statements. York has not received any notice from its independent auditors, existing assets at reasonable intervals and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) appropriate action is taken with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholedifference.

Financial Statements. (a) York Company has heretofore filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement. Company has made available to the Parent true and complete copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) Business Days prior to the date of this Agreement: (i) Company’s Annual Reports on Form 10-K for each fiscal year of Company beginning with the first year that Company was required to file such a form, (ii) Company’s Quarterly Reports on Form 10-Q for each fiscal quarter of Company beginning with the first quarter Company was required to file such a form, (iii) all proxy statements relating to Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 4,9) filed by Company with the SEC since Company’s formation (the forms, reports, registration statements and other documents referred to in clauses (i) through (iv) above, whether or not available through XXXXX, collectively, as they have been amended, revised or superseded by a later filing, the “Company SEC Documents”). The Company has also delivered to Buyer Parties (x) Parent the audited unaudited consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended Company as of December 31, 2002 through 2004, in each case including a balance sheet as of such date 2023 and the related statements of incomeoperations, changes in stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' ’ equity and cash flows for the five twelve-month period ended May December 31, 2005 2023 2022 (collectively, the "Reference “Unaudited Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30” and, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and financial statements included in the Reference Company SEC Documents, the “Company Financial Statements, the "Financial Statements"”). The Company Financial Statements (i) have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies. The Company Financial Statements fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein. The Company Financial Statements were prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present Company in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reportingrespects. Since December 31, 20042023 (the “Balance Sheet Date”), except as required by applicable Law or U.S. GAAP, there has been no change in any of accounting principle, procedure or practice followed by the significant accounting policies, practices Company or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debtsmethod of applying any such principle, liabilities procedure or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholepractice.

Financial Statements. (a) York has heretofore delivered to Buyer Parties Merchants' Annual Reports on Form 10-K filed with the SEC under the Securities and Exchange Act of 1934, as amended (xthe "1934 Act") and available on the audited SEC's XXXXX system set forth the consolidated financial statements of York and its Subsidiaries for each condition of the years ended Merchants as of December 31, 2002 through 20041999, in each case including a balance sheet as of such date 1998 and 1997, and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period periods ended May 31December 31 in each of the three years 1997 through 1999, 2005 in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Merchants, and 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 six months then ended (collectively, the "Reference Merchants Financial Statements"). The Merchants Financial Statements (including the related notes) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, and (z) fairly present the unaudited consolidated financial statements condition of York and its Subsidiaries Merchants as of and for each of the year-to-date periods ended June 30respective dates set forth therein, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' equity and cash flows for each fairly present the results of the respective year-to-date and monthly periods then ended (collectivelyconsolidated operations, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations stockholders' equity and cash flows of York and its Subsidiaries as of the respective dates and Merchants for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.

Financial Statements. Sellers have delivered to Buyer: (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial balance sheets of the Acquired Companies as of December 31 in each of the years 1997 through 1998, and the related audited consolidated statements of York income, changes in stockholders' equity, and its Subsidiaries cash flow for each of the fiscal years ended December 31then ended, 2002 through 2004together with the report thereon of Xxxxxxx, in each case including a Xxxxxx & McNanamee, PA, independent certified public accountants and (b) an audited consolidated balance sheet of the Acquired Companies as of such date June 30, 1999 (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity equity, Debt and cash flows flow for each the fiscal year then ended, together with the report thereon of Xxxxxxx, Xxxxxx & XxXxxxx, PA, independent certified public accountants. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, Debt and cash flow of the Acquired Companies as at the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as dates of and for the five months ended May 31periods referred to in such financial statements, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared all in accordance with GAAP consistently applied throughout GAAP, subject, in the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the case of interim financial conditionstatements, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally normal recurring year-end adjustments that are (the effect of which will not, individually or in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touchebe materially adverse) and the absence of notes (that, LLPif presented, independent certified public accountants, whose report thereon is would not differ materially from those included with in the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, Balance Sheet); the financial statements referred to in this Section 3.4 reflect the consistent application of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by accounting principles throughout the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiariesperiods involved, except as disclosed in the Financial Statementsnotes to such financial statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or No financial statements of any Person other than the Acquired Companies are required by GAAP to become due, except those (i) set forth be included in the Financial Statements in consolidated financial statements of the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeCompany.

Financial Statements. (a) York The Company has heretofore delivered to Buyer Parties (x) furnished you with the audited following financial statements, identified by a principal financial officer of the Company: consolidated financial balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of York operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for each such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of at July 1, 2000 and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholdersoperations and statements of patrons' and other equity and comprehensive income (loss) and cash flows for of the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as of to interim statements, to changes resulting from audits and for each of the year-to-date periods ended June 30end adjustments), 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied followed throughout the periods covered thereby involved and (iii) 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 in all material respects the assets and liabilities (including all reserves) and condition of the financial condition, results of operations and cash flows of York Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the respective dates operations of the Company and its Subsidiaries for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, materialindicated. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there There has been no material change in any the business, condition or operations (financial or otherwise) of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York Company and its Subsidiaries taken as a wholewhole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. Copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial combined balance sheet of the Network Business as of December 31, 2007 and 2006, and the related audited combined statements of York income, parents’ net investment and its Subsidiaries cash flows of the Network Business for each of the three years in the period ended December 31, 2002 through 20042007, in each case including a together with all related notes and schedules thereto, accompanied by the report thereon of the Network Business’ independent auditors (collectively referred to as the “Financial Statements”), (ii) the unaudited combined balance sheet of the Network Business as of such date September 30, 2008, and the related statements unaudited combined statement of incomeincome of the Network Business (collectively referred to as the “Interim Financial Statements”), stockholders' equity (iii) the unaudited combined balance sheet of XXXxxxx.xxx as of September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and December 31, 2006 and the related unaudited combined statement of income of XXXxxxx.xxx (collectively referred to as the “XXXxxxx.xxx Financial Statements”), and (iv) a schedule combining the unaudited combined balance sheet of the Network Business and the unaudited combined balance sheet of XXXxxxx.xxx as of September 30, 2008 (the “Balance Sheet,” and such date the “Balance Sheet Date”) are attached as Section 4.7 of the Disclosure Schedule. The Financial Statements (a) have been prepared based on the books and records of the Network Business (except as may be indicated in the notes thereto), (b) 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 (c) fairly presents, in all material respects, the combined financial position, results of operations and cash flows for each of the Network Business as of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of dates thereof and for the five months ended May 31respective periods indicated therein, 2005, in each case including a balance sheet except as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements")otherwise noted therein. The Interim Financial Statements (i) have been prepared from based on the Books books and Records records of York, the Network Business; (ii) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, which is in accordance with GAAP, subject to the GAAP consistently applied throughout the periods covered thereby Exceptions; and (iii) fairly present presents, in all material respects respects, the assets combined financial position and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries the Network Business as of the respective dates date thereof and for the respective periods thereofperiod indicated therein, except that subject to the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP Exceptions; and (Biv) are subject to normally normal and recurring year-end adjustments that are will not, individually or in the aggregate, be material. The Audited XXXxxxx.xxx Financial Statements (a) have been examined by Deloitte & Toucheprepared based on the books and records of XXXxxxx.xxx except as may be indicated in the notes thereto; (b) have been prepared in a manner consistent with prior quarter-end unaudited combined balance sheets and statements of income, LLPwhich is in accordance with GAAP, independent certified public accountants, whose report thereon is included with subject to the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its SubsidiariesGAAP Exceptions, except as disclosed may be indicated in the Financial Statements. York has no debtsnotes thereto; (c) fairly presents, liabilities or obligationsin all material respects, whether accrued, absolute, contingent or otherwise, whether currently due or to become duethe combined financial position and results of operations of XXXxxxx.xxx as of the respective date thereof and for the respective period indicated therein, except those as otherwise noted therein; and (id) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of subject to normal and recurring year-end reclassifications and adjustments made in accordance with GAAP that are will not, individually or in the aggregate, material or be material. The Balance Sheet (iia) incurred since November has been prepared based on the balance sheet contained in the Interim Financial Statements and the balance sheet as of September 30, 2005 2008, contained in the ordinary course XXXxxxx.xxx Financial Statements, except as may be indicated in the notes thereto; and (b) fairly presents, in all material respects, the combined financial position of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken the Network Business as a wholeof the Balance Sheet Date, except as otherwise noted therein.

Financial Statements. Xxxxx Fargo has previously made available to Norwest copies (ai) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a consolidated balance sheet as sheets of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Xxxxx Fargo and its Subsidiaries as of and December 31, for the five months ended May 31fiscal years 1996 and 1997, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period fiscal years 1995 through 1997, inclusive, as reported in Xxxxx Fargo's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 1997 filed with the SEC under the Exchange Act (collectively, the "Reference Financial StatementsXxxxx Fargo 10-K") ), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Xxxxx Fargo; and (zii) the unaudited consolidated financial statements balance sheets of York Xxxxx Fargo and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1998 and the related consolidated statements of income, changes in stockholders' equity and cash flows for each the three months ended March 31, 1998, as reported in Xxxxx Fargo's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 filed with the SEC under the Exchange Act. The March 31, 1998 consolidated balance sheet of Xxxxx Fargo (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Xxxxx Fargo and its Subsidiaries as of the respective year-to-date and monthly periods then ended (collectivelythereof, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statementsother financial statements referred to in this Section 4.6 (including the related notes, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of the consolidated operations and cash flows changes in stockholders' equity and consolidated financial position of York Xxxxx Fargo and its Subsidiaries for the respective fiscal periods or as of the respective dates and for the respective periods thereoftherein set forth, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications audit adjustments in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and adjustments made with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP that are notconsistently applied during the periods involved, except in each case as indicated in such statements or in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course notes thereto. The books and records of business consistent with past practice and in amounts that are not material to York Xxxxx Fargo and its Subsidiaries taken as a wholehave been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. Newcourt has previously made available to CIT copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York Newcourt and its the Newcourt Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income, stockholders' equity income and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity retained earnings and cash flows for the five month period ended May 31fiscal years 1996 through 1998, 2005 (collectivelyinclusive, in each case accompanied by the "Reference Financial Statements") audit report of Ernst & Young, independent public accountants with respect to Newcourt and (zb) the unaudited consolidated financial statements balance sheets of York Newcourt and its the Newcourt Subsidiaries as of March 31, 1999 and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1999 and the related unaudited consolidated statements of income, stockholders' equity income and retained earnings and cash flows for the three month and six month periods then ended, respectively, each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have which has been prepared from the Books and Records of York, (ii) have been prepared reviewed by Ernst & Young in accordance with GAAP consistently applied throughout the periods covered thereby procedures specified by the Canadian Institute of Chartered Accountants for a review of interim financial information as described in Section 7100 of the Handbook of the Canadian Institute of Chartered Accountants. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.6 (iiiincluding the related notes, where applicable) fairly present in all material respects the assets and liabilities (including all reserves) present, and the financial conditionstatements to be filed with the OSC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and cash flows consolidated financial position of York Newcourt and its the Newcourt Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and for the respective financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared in accordance with Canadian GAAP consistently applied during the periods thereofinvolved, except that as indicated in the Reference Financial Statements notes thereto or, in the case of unaudited interim statements, as permitted by the rules and Interim Financial Statements regulations of the OSC. Except (A) do not have footnotes as required by GAAP and reflected in such financial statements or in the notes thereto, (B) are subject to normally recurring year-end adjustments that are not, for liabilities incurred in connection with this Agreement or the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, transactions contemplated hereby and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight BoardC) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, for liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) obligations incurred since November 30, 2005 in the ordinary course of business consistent business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and records of Newcourt and the Significant Newcourt Subsidiaries have been, and are being, maintained in all material respects in accordance with past practice Canadian GAAP and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. (a) York First Place has heretofore previously delivered to Buyer Parties FFY copies of (xi) the audited consolidated financial statements balance sheets of York First Place as of June 30, 1999 and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet Association as of such date June 30, 1998 and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for First Place for the fiscal year ended June 30, 1999 and for the Association for the fiscal years ended June 30, 1997 and 1998, in each case accompanied by the audit report of Xxxxx, Xxxxxx and Xxxxxx, Xxxxxx & Co., independent public accountants with respect to First Place and the respective periods then ended Association, and (collectively, the "Audited Financial Statements"), (yii) the unaudited consolidated financial statements balance sheet of York First Place and its Subsidiaries as of and for the five months ended May March 31, 20052000 and March 31, in each case including a balance sheet as of such date 1999 and the related unaudited consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for the five three and nine month periods then ended as reported in First Place's Quarterly Report on Form 10-Q for the period ended May March 31, 2005 2000 filed with the SEC under the Exchange Act. The June 30, 1999 consolidated balance sheet of First Place (collectivelyincluding the related notes, where applicable) fairly presents the "Reference Financial Statements") and (z) the unaudited consolidated financial statements position of York First Place and its Subsidiaries as of the date thereof, and for each the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present and the financial statements referred to in Section 6.9 hereof will fairly present (subject, in the case of the year-to-date periods ended June 30unaudited statements, 2005, September 30, 2005, October 31, 2005 to recurring audit adjustments normal in nature and November 30, 2005, respectively, in each case including a balance sheet as of such date amount and the related statements absence of incomefootnotes), stockholdersthe results of the consolidated operations and changes in shareholders' equity and cash flows consolidated financial position of First Place and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) comply, and monthly periods then ended (collectivelythe financial statements referred to in Section 6.9 hereof will comply, the "Interim Financial Statements" in all material respects with applicable accounting requirements and together with the Audited Financial Statements published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements referred to in Section 6.9 hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present records of First Place and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. (a) York The Seller has heretofore delivered made available to the Buyer Parties copies of (xa) the audited consolidated financial statements of York and its Subsidiaries for each balance sheets of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Seller and its Subsidiaries as of and December 31 for the five months ended May 31fiscal years 1999 and 2000, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period fiscal years 1998 through 2000, inclusive, as reported in the Seller's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 2000 filed with the SEC under the Securities Exchange Act of 1934, as amended (collectively, the "Reference Financial StatementsExchange Act") ), in each case accompanied by the audit report of Xxxxxx Xxxxxxxx LLP, independent public accountants for the Seller, and (zb) the unaudited consolidated financial statements balance sheet of York the Seller and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 20052001, October 31, 2005 and November the related unaudited consolidated statements of income for the nine (9) months ended September 30, 20052001 and September 30, respectively, in each case including a balance sheet as of such date 2000 and the related unaudited consolidated statements of income, stockholders' equity and cash flows for each the nine (9) months ended September 30, 2001 and September 30, 2000 and the related unaudited changes in stockholder's equity for the nine (9) months ended September 30, 2001. The December 31, 2000 consolidated balance sheet of the respective year-to-date and monthly periods then ended Seller (collectivelyincluding the related notes, the "Interim Financial Statements" and together with the Audited Financial Statements where applicable) and the Reference Financial Statementsother financial statements referred to herein (including the related notes, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present present, in all material respects the assets and liabilities (including all reserves) respects, and the financial conditionstatements to be included in any reports or statements (including reports on Forms 10-Q and 10-K) to be filed by the Seller with the SEC after the date hereof will fairly present, in all material respects, the consolidated financial position and results of the consolidated operations and cash flows and changes in stockholders' equity of York the Seller and its Subsidiaries the Seller Bank for the respective fiscal periods or as of the respective dates therein set forth; and for each of such statements (including the respective periods thereofrelated notes, except that the Reference Financial Statements and Interim Financial Statements (Awhere applicable) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change and will be prepared in any of accordance with generally accepted accounting principles ("GAAP") consistently applied during the significant accounting policies, practices or procedures of York and its Subsidiariesperiods involved, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) otherwise set forth in the Financial Statements notes thereto (subject, in the amounts set forth thereincase of unaudited interim statements, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of to normal year-end reclassifications adjustments). Each of the consolidated financial statements of the Seller and adjustments the Seller Bank, including, in each case, the notes thereto, made available to the Buyer comply, and the financial statements to be filed with the SEC by the Seller after the date hereof will comply, in all material, respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Without limiting the generality of the foregoing, the allowance for possible loan losses included in the consolidated financial statements of the Seller for the period ended December 31, 2000 was determined in accordance with GAAP that are not, to be adequate to provide for losses relating to or inherent in the aggregateloan and lease portfolios of the Seller and the Seller Bank (including without limitation commitments to extend credit). Such reserves for possible loan losses comply in all material respects with all loan loss reserve guidelines utilized by the Seller, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent which guidelines have not been objected to by any regulatory agency having jurisdiction with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholerespect thereto.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated The historical financial statements of York the Partnership and its Subsidiaries for each QA Holdings included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related notes and supporting schedules, present fairly in all material respects the financial position of the years ended December 31Partnership and QA Holdings, 2002 through 2004as applicable, in each case including a balance sheet as of such date at the dates indicated and the related statements results of incomeoperations, stockholders' changes in unitholders’ equity and cash flows for each of the respective Partnership and QA Holdings, as applicable, for the periods then ended (collectively, specified; the "Audited Financial Statements"), (y) the unaudited consolidated historical financial statements of York any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules, if any, and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its Subsidiaries as of and for consolidated subsidiaries (if any) at the five months ended May 31, 2005, in each case including a balance sheet as of such date dates indicated and the related statements results of incomeoperations, stockholders' changes in unitholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the five month period ended May 31, 2005 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 financial information (collectivelyother than the pro forma financial information) in the Statutory Prospectus and the Prospectus under the captions “Prospectus Summary — Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with the audited financial statements included in the Registration Statement, the "Reference Financial Statements") Statutory Prospectus and (z) the unaudited consolidated Prospectus. The pro forma financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date information and the related statements of income, stockholders' equity notes and cash flows for each of the respective year-to-date pro forma and monthly periods then ended pro forma as adjusted financial information and related notes (collectivelyif any) included in the Registration Statement, the "Interim Financial Statements" and together with the Audited Financial Statements General Disclosure Package and the Reference Financial StatementsProspectus present fairly in all material respects the information shown therein, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently the Commission’s rules and guidelines with respect to pro forma financial information and have been compiled on the bases described therein, and the assumptions included therein provide a reasonable basis for presenting the significant effects directly attributable to the transaction and events disclosed therein, the related pro forma adjustments give appropriate effect to those assumptions and have been properly applied throughout to the periods covered thereby historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the General Disclosure Package and (iii) the Prospectus; and the pro forma information appearing in the Statutory Prospectus under the captions “Prospectus Summary — Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly present in all material respects the assets information shown therein and liabilities (including all reserves) has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the Statutory Prospectus and the Prospectus. All information contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial condition, results of operations and cash flows of York and its Subsidiaries measures” (as defined in Regulation G of the respective dates Commission) complies with Regulation G and for Item 10 of Regulation S-K of the respective periods thereofCommission, except that to the Reference Financial Statements and Interim Financial Statements extent applicable. There are no financial statements (Ahistorical or pro forma) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, required to be included in the aggregateRegistration Statement, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" General Disclosure Package or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts Prospectus that are not material to York and its Subsidiaries taken as a wholeso included.

Financial Statements. Parent has previously made available to the Company copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Parent and its Subsidiaries as of and December 31 for the five months ended May 31fiscal year 2009, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' shareholders’ equity and cash flows for the five month period ended May 31fiscal years 2008 and 2009, 2005 accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants with respect to the Parent (collectively, the "Reference “2009 Parent Audited Financial Statements"”) and (zb) the unaudited consolidated financial statements balance sheet of York the Parent and its Subsidiaries as of December, 31, 2010, and the related consolidated statements of income and shareholders’ equity for the year then ended (the “2010 Parent Unaudited Financial Statements”) (for the purposes of this Section 5.7, references to the 2010 Parent Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). Each of the December 31, 2009 and December 31, 2010 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of each of the year-to-date unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the respective fiscal periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet or as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) complies, and monthly periods then ended (collectively, the "Interim Financial Statements" and together financial statements to be filed with the Audited Financial Statements SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements to be filed with the SEC after the date hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC. The books and (iii) fairly present in all material respects records of the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York Parent and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. Ventures has delivered to Purchaser (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each Ventures as of the years ended December 31, 2002 through 20041997, in each case including a balance sheet as of such date 1996 and 1995 and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31years then ended, 2005 (collectivelyaccompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, the "Reference Financial Statements") independent public accountants, and (zb) the unaudited consolidated financial statements balance sheet of York and its Subsidiaries Ventures (the "Unaudited Balance Sheet") as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October August 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods eight months then ended (collectivelysuch financial statements, including the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statementsnotes thereto, hereinafter being referred to as the "Financial Statements"). The Financial Statements (i) are attached hereto as Schedule 2.8. All of the Financial Statements have been prepared from the Books books and Records records of York, (ii) Ventures and have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present in all material respects the assets and liabilities (including all reserves) and the consolidated financial condition, results position of operations and cash flows of York and its Subsidiaries Ventures as of the respective dates thereof and the consolidated results of its operations for the respective periods thereofthen ended, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) unaudited financial statements were prepared on an interim basis, are subject to normally recurring normal year-end adjustments that are notand 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 aggregateUnaudited Balance Sheet, material. The Audited Financial Statements have been examined by Deloitte & Touche(b) debts, LLPobligations, independent certified public accountants, whose report thereon is included with guaranties and liabilities referred to in this Agreement or any of the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" Schedules hereto or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices documents or procedures of York and its Subsidiaries, except as disclosed other materials identified in the Financial Statements. York has no Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) debts, liabilities or obligations, whether accrued, absolute, contingent guaranties and liabilities incurred or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 entered into in the ordinary course of business consistent with past practice after the Balance Sheet Date, and (d) debts, obligations and liabilities directly or indirectly relating to this Agreement and the other agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal, accounting and investment banker fees and other amounts that are not material to York and its Subsidiaries taken as a wholein connection therewith).

Financial Statements. Prior to the date of the Initial Agreement, the Company provided to TPG and THL (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements annual combined balance sheets of York the Company and its Subsidiaries for each as of the years ended December 31, 2003 and 2002 through 2004, in each case including a balance sheet as of such date and the related combined statements of incomeearnings, stockholders' equity and comprehensive earnings and cash flows for each of the respective periods then years in the three-year period ended December 31, 2003 (collectively, the "Audited Annual Combined Financial Statements"), together with the notes thereto, and the draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the draft report in final form, and (yii) the unaudited consolidated financial statements combined balance sheet of York the Company and its Subsidiaries as of and for at June 30, 2004 reviewed by KPMG LLP (the five months ended May 31"Interim Balance Sheet"), 2005, in each case including a balance sheet as of such date and the related combined statements of income, stockholders' equity earnings and cash flows flows, for the five six (6) month period ended May 31, 2005 (collectivelythen ended, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Unaudited Financial Statements"). The Unaudited Financial Statements, together with the Annual Combined Financial Statements (i) have been prepared from are referred to as the Books and Records of York, (ii) "Financial Statements". The Financial Statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles consistently applied throughout the periods covered thereby ("GAAP") and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the combined financial condition, assets and liabilities, results of operations operations, cash flows, and cash flows changes in equity and comprehensive earnings of York the Company and its Subsidiaries as of the respective dates dates, and for the respective periods thereofperiods, except that indicated therein, subject in the Reference case of the Unaudited Financial Statements to lack of footnotes and Interim Financial Statements (A) do not have footnotes as required by GAAP a statement of changes in equity and (B) are subject to normally recurring year-comprehensive earnings and normal year end adjustments that are not, in the aggregate, will not be material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31June 30, 2004, there has not been no any change in any of the significant Company's accounting policiesprinciples, practices methods, or procedures of York and its Subsidiaries, policies except as disclosed required by GAAP or as would not reasonably be expected to have a Material Adverse Effect. The results and accounts of the entities listed on disclosure Schedule 3.10 are included in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which but have been paid or discharged as they have become due after excluded from the expiration final formation of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York Company and its Subsidiaries taken as a wholeand are therefore, not subject to the terms of this Transaction.

Financial Statements. Washington Mutual has previously made available to Dime copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Washington Mutual and its Subsidiaries as of and for the five months ended May December 31, 20051999 and 2000, in each case including a balance sheet as of such date and the related consolidated statements of income, changes in stockholders' equity and cash flows for the five month period ended May years ending December 31, 2005 (collectively1998 through 2000, inclusive, as reported in Washington Mutual's Annual Report on Form 10-K for the "Reference Financial Statements") year ended December 31, 2000 filed with the SEC under the Exchange Act, accompanied by the audit report of Deloitte & Touche, LLP, independent public accountants with respect to Washington Mutual, and (zb) the unaudited consolidated financial statements balance sheets of York Washington Mutual and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 2000, and November 30March 31, 20052001, respectively, in each case including a balance sheet as of such date and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three-month periods then ended, as reported in Washington Mutual's Quarterly Report on Form 10-Q for the period ended March 31, 2001 filed with the SEC under the Exchange Act. Each of the financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 7.10 hereof (including the related notes, where applicable) will fairly present when filed with the SEC (subject, in the case of the unaudited statements, to normal recurring adjustments, none of which are expected to be material in nature and amount), the results of the consolidated operations and changes in stockholders' equity and cash flows consolidated financial position of Washington Mutual and its Subsidiaries for each the respective fiscal periods or as of the respective year-to-date dates therein set forth. Each of such financial statements (including the related notes, where applicable) complies, and monthly periods then ended the financial statements referred to in Section 7.10 hereof (collectivelyincluding the related notes, the "Interim Financial Statements" and together where applicable) will comply when filed with the Audited Financial Statements SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such financial statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements referred to in Section 7.10 (including the related notes, the "Financial Statements"). The Financial Statements (iwhere applicable) have been prepared from the Books and Records of Yorkwill be, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and (iii) fairly present records of Washington Mutual and its Subsidiaries have been, and are being, maintained in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements and reflect only actual transactions.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) Section 4.7 of the audited Company Disclosure Letter contains true and complete copies of the audited, consolidated financial statements balance sheets of York the Stockholder and its Subsidiaries (collectively, the “Finance Entities”) as of December 31, 2022 and 2021 and the related audited, consolidated statements of operations and comprehensive income (loss), consolidated statements of owners’ equity and consolidated statements of cash flows of the Finance Entities for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date 2022 and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended 2021 (collectively, the "Audited “Historical Financial Statements"”), (y) and the unaudited balance sheet of the Finance Entities as of March 31, 2023 (the “Last Balance Sheet”) and the unaudited income statement of the Finance Entities for the three (3)-month period ended March 31, 2023 (the “Interim Financial Statements”, and together with the Historical Financial Statements, the “Financial Statements”). Each of the consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the consolidated financial statements position of York the Company and its Subsidiaries as of their respective dates, and for the five months ended May 31, 2005other related statements included in the Financial Statements fairly present, in each case including a balance sheet as all material respects, the results of such date and the related statements of income, stockholders' equity their consolidated operations and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each periods indicated. Each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books books and Records records of Yorkthe Company and, (ii) except as may be indicated in the notes thereto, have been prepared in accordance with GAAP consistently applied throughout in all material respects, and in the periods covered thereby case of the Interim Financial Statements, with the exception of the absence of recurring normal audit adjustments, the effect of which would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, and certain notes or other textual disclosures required under GAAP (iii) fairly present which, if presented, would not materially alter the financial condition or financial results of the Company and its Subsidiaries). The Financial Statements comply in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, requirements of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight BoardItem 9.01(a) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal yearForm 8-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.K.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated Schedule 4.4 includes correct and complete copies of financial statements of York and its Subsidiaries for each the Business, consisting of the years ended December 31, 2002 through 2004, in each case including a balance sheet sheets of the Business as of such date September 30, 1998, 1999 and 2000 and the related statements of income, stockholders' equity and cash flows for each income of the respective periods Business for the years then ended ended, all of which have been subjected to the same audit procedures as applied to the BBT audited financial consolidated financial statements audited by BDO Xxxxxxx (for 1998 and 1999) and Xxxx Xxxxx, CPA (for 2000), and are accompanied by the January 3, 2001 Xxxx Xxxxx Independent Auditor's Report and January 4, 2001 memorandum from Xxxxxx Xxxxxxx (collectively, the "Audited Financial Statements"), (y) the and unaudited consolidated financial statements of York and its Subsidiaries the Business consisting of the balance sheet of the Business as of and for the five months ended May December 31, 2005, in each case including a balance sheet as of such date 2000 and the related statements statement of income, stockholders' equity and cash flows income of the Business for the five three-month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended prepared by BBT (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from are in all material respects consistent with the Books books and Records records of Yorkthe Business and the books and records underlying such Financial Statements include all material transactions required by GAAP, (ii) applied on a consistent basis. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout and present fairly the periods covered thereby financial position and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and of the financial condition, results of operations and cash flows of York and its Subsidiaries Business as of the respective dates thereof and the results of its operations for the respective periods thereofthen ended, except that subject to, in the Reference Financial Statements and case of the Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring Statements, normal year-end adjustments that which are not, not material in amount or significance in any individual case or in the aggregate, materialand the absence of footnotes, statements of cash flows and other presentation items that may be required under GAAP. The Audited Financial Statements have been examined by Deloitte & Touchebalance sheet as of September 30, LLP, independent certified public accountants, whose report thereon 2000 that is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements is referred to herein as the "Balance Sheet" and the date thereof is referred to as the "Balance Sheet Date." The balance sheet as of December 31, 2000 that is included in the amounts set forth therein, which have been paid or discharged Financial Statements is referred to herein as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since "Interim Balance Sheet" and the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in thereof is referred to as the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole"Interim Balance Sheet Date."

Financial Statements. (a) York Red Cat has heretofore delivered to Buyer Parties (x) Unusual a true and complete copy of the audited consolidated balance sheet of the Target Companies as of April 30, 2021 and 2022, and the audited consolidated profit and loss statement, statement of cash flow and statement of changes in stockholders’ equity of the Target Companies for the period ending on such dates together with the same financial statements of York for the three and its Subsidiaries for each of the years six months ended December July 31 and October 31, 2002 through 2004, in each case including a balance sheet as of such date 2021 and the related 2022 which interim financial statements of income, stockholders' equity and cash flows for each of the respective periods then ended have been reviewed by Red Cat’s auditors (collectively, the "Audited “Target Companies’ Financial Statements"”), . Each of the consolidated Target Companies’ Financial Statements (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005including, in each case including a balance sheet as of such date case, any notes and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements"schedules thereto) and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements : (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with the books of accounts and records of the Target Companies; (ii) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (iii) was prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); (iv) reflected the effects of COVID-19 and COVID-19 Measures on the Target Companies and include adequate provisions to reflect the material effects of COVID-19 and COVID-19; and (iiiv) fairly present presented in all material respects the assets and liabilities (including all reserves) consolidated financial position and the financial condition, results of operations operations, changes in stockholders’ equity, and cash flows of York the Target Companies and its consolidated Subsidiaries as of the respective dates of and for the respective periods thereofreferred to in such financial statements, except that subject, in the Reference Financial Statements case of unaudited interim financial statements, to normal and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end audit adjustments that are as permitted by the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material). The Audited Target Companies’ Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would will (a) be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made prepared in accordance with GAAP that are notthe books of account and records of each Target Company for the six months ended October 31, 2021 and 2022 and will be true, correct and complete statements in all material respects of the aggregate, material or (ii) incurred since November 30, 2005 in consolidated financial condition of each Target Company as the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeClosing Date.

Financial Statements. Exchange Act Filings; Books and Records. NewMil has previously delivered to Nutmeg true, correct and complete copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York NewMil and its Subsidiaries as of and June 30, for the five months ended May 31fiscal years 1997, 2005, in each case including a balance sheet as of such date 1998 and 1999 and the related consolidated statements of income, stockholders' income and statements of changes in shareholders equity and cash flows for the five month period fiscal years ended May 31June 30, 2005 (collectively1996 through 1999, inclusive, as reported in NewMil's Reports on Form 10-K filed with the "Reference Financial Statements") SEC on or about September 30, 1998 and 1999 under the Exchange Act, in each case accompanied by the audit report of PricewaterhouseCoopers, LLP, independent public accountants with respect to NewMil, and (zb) the unaudited consolidated financial statements statement of York condition of NewMil and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date 2000 and the related comparative unaudited statements of income, stockholders' equity operations and cash flows for each the three and nine month periods ended March 31, 2000 and 1999. The financial statements referred to in this Section 4.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of NewMil and its Subsidiaries for the respective fiscal periods or as of the respective year-to-date dates therein set forth; each of such statements (including the related notes, where applicable) comply, and monthly periods then ended (collectivelythe financial statements referred to in Section 6.8 hereof will comply, the "Interim Financial Statements" with applicable accounting requirements and together with the Audited Financial Statements published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the Reference Financial Statementsfinancial statements referred to in Section 6.8 hereof will be, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby involved, except as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. NewMil's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 and (iiiall subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) fairly present of the Exchange Act comply in all material respects with the assets appropriate requirements for such reports under the Exchange Act, and liabilities (including all reserves) NewMil has previously delivered or made available to Nutmeg true, correct and the financial condition, results complete copies of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, materialsuch reports. The Audited Financial Statements books and records of NewMil and New Milford Savings Bank have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "maintained in all material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made respects in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. The Company has furnished each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) York has heretofore delivered consolidated balance sheets 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 Buyer Parties the date as of which this representation is made or repeated (x) the other than fiscal years completed within 120 days prior to such date for which audited consolidated financial statements have not been released) and consolidated statements of York income, shareholders' equity and cash flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the years ended December 31, 2002 through 2004, in each case including a balance sheet Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the related 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 for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Company and its Subsidiaries as of and for the five months ended May 31, 2005periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, in each case including a balance sheet as of such date and prepared by the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated Company. Such financial statements of York (including any related schedules and/or notes) are true and its Subsidiaries correct in all material respects (subject, as of to interim statements, to changes resulting from audits and for each of the year-to-date periods ended June 30end adjustments), 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied followed throughout the periods covered thereby involved and (iii) 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 in all material respects the assets condition of the Company and liabilities (including all reserves) its Subsidiaries as at the dates thereof, and the financial conditionstatements of income, shareholders' equity and cash flows fairly present the results of the operations and cash flows of York the Company and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, materialindicated. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there There has been no material adverse change in any the business, condition (financial or otherwise) or operations of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York Company and its Subsidiaries taken as a wholewhole since the end of the most recent fiscal year for which such audited financial statements have been furnished.

Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) York has heretofore delivered to Buyer Parties (x) the audited a consolidated financial statements of York and its Subsidiaries for each balance sheet of the years ended US Guarantor as at December 31, 2002 through 20042006, in each case including and a consolidated statement of income and cash flow of the US Guarantor for the fiscal year then ended, certified by the US Guarantor’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheet as sheets of such date the US Guarantor and the related Consolidated Subsidiaries as at September 30, 2007, and interim condensed consolidated statements of income, stockholders' equity income and of cash flows for each flow of the US Guarantor and the Consolidated Subsidiaries for the respective fiscal periods then ended (collectively, and as set forth in the "Audited Financial Statements"), (y) US Guarantor’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31prepared in accordance with clause (a) above, 2005, in each case including a such balance sheet as and statement of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) income have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly present in all material respects the assets and liabilities (including all reserves) financial position of the US Guarantor and the financial condition, Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations and cash flows of York and its Subsidiaries as of the respective dates US Guarantor and the Consolidated Subsidiaries for the respective fiscal periods thereofthen ended; or, except that in the Reference Financial Statements case of the financial statements referred to in clause (b), have been prepared in a manner consistent with the accounting practices and Interim Financial Statements policies employed with respect to the audited financial statements reported in the US Guarantor’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) do not have footnotes as required by GAAP and the results of operations of the US Guarantor for the periods covered thereby, (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any position of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since US Guarantor at the date thereof, or that consist and (C) the cash flows of normal the US Guarantor for periods covered thereby (subject to year-end reclassifications and adjustments made adjustments). There are no contingent liabilities of the US Guarantor or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the US Guarantor that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP that are notand the rules and regulations of the Securities and Exchange Commission, in the aggregate, material or and (iibb) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are were not material to York and its Subsidiaries taken as a wholeso disclosed.

Financial Statements. (a) York has heretofore delivered to Buyer Parties (x) the audited The consolidated financial statements balance sheets of York such party and its Subsidiaries as of December 31, 1997, 1996 and 1995 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 2002 through 20041997, together with the notes thereto, audited by such party's independent auditors and included in each case including a balance sheet an annual report on Form 10-K as of such date filed with the Securities and Exchange Commission (the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended "SEC") (collectively, the "Audited Financial Statements"), (y) and the unaudited consolidated financial statements balance sheet of York such party and its Subsidiaries as of and for the five months ended May March 31, 2005, in each case including a balance sheet as of such date 1998 and the related consolidated statements of income, cash flows and changes in stockholders' equity and cash flows for the five three-month period ended May March 31, 2005 1998 included in a quarterly report on Form 10-Q as filed with the SEC (collectively, the "Reference Unaudited Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied throughout on a consistent basis ("GAAP"), present fairly the consolidated financial position of such party and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of such party and its Subsidiaries for the periods covered thereby stated therein, subject, in the case of the Unaudited Financial Statements, to normal year-end audit adjustments, and (iii) fairly present are derived from the books and records of such party and its Subsidiaries, which are complete and accurate in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "maintained in all material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made respects in accordance with GAAP applicable laws and regulations. Neither such party nor any of its Subsidiaries has any material contingent liabilities that are not, not described in the aggregate, material or (ii) financial statements described above other than liabilities incurred since November 30, 2005 in the ordinary course of such party's business consistent with past practice practice, or in connection with this Agreement and in amounts that are not material to York and its Subsidiaries taken as a wholethe transactions contemplated hereby.

Financial Statements. (a) York The Company has heretofore delivered previously made available to the Buyer Parties copies of (xi) the audited consolidated statements of financial condition of the Company as of December 31 for the fiscal years 2003 and 2004, and the related consolidated statements of operations and comprehensive income, stockholder’s equity for the fiscal years then ended, as reported in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 filed with the SEC pursuant to the Exchange Act, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to the Company, and (ii) the unaudited consolidated statements of financial condition of the Company as of June 30, 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2005 filed with the SEC pursuant to the Exchange Act. The December 31, 2004 consolidated statement of financial condition of the Company (including the related notes, where applicable) (the “Company Balance Sheet”) fairly presents the consolidated financial position of the Company and its Subsidiaries, and, as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.7 hereof will fairly present (subject, in the case of York the unaudited statements, to recurring audit adjustments normal in nature and amount), the consolidated financial position and the results of the consolidated operations of the Company and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet respective fiscal periods or as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended dates therein set forth; each of such statements (collectivelyincluding the related notes, where applicable) comply, and the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each case including a balance sheet as of such date statements (including the related notes, where applicable) has been, and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30referred to in Section 6.7 hereof will be, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout during the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereofinvolved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, material. The Audited Financial Statements have been examined as permitted by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal yearForm 10-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a wholeQSB.

Financial Statements. SFS has previously made available to HBE copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements of York financial condition of SFS and its the SFS Subsidiaries for each as of the years ended December 31, 2002 through 20041996 and 1997, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows for the five month period fiscal years ended May December 31, 2005 1995, 1996 and 1997, inclusive, as reported in SFS's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (collectively, the "Reference Financial StatementsSFS Form 10-K") filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to SFS, and (zb) the unaudited consolidated financial statements of York financial condition of SFS and its the SFS Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October March 31, 2005 and November 301998, 2005, respectively, in each case including a balance sheet as of such date and the related unaudited consolidated statements of income, stockholdersshareholders' equity and cash flows for each of the respective yearthree-to-date and monthly periods month period then ended as reported in SFS's Quarterly Report on Form 10-Q for the period ended March 31, 1998 filed with the SEC under the Exchange Act (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial StatementsSFS First Quarter 10-Q"). The Financial Statements December 31, 1997 consolidated statements of financial condition of SFS (iincluding the related notes, where applicable) have fairly present the consolidated financial position of SFS and the SFS Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.6 or included in the SFS Reports (including the related notes, where applicable) fairly present the results of the consolidated operations and shareholders' equity and consolidated financial position of SFS and the SFS Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared from the Books and Records of York, (ii) have been prepared in all material respects in accordance with GAAP consistently applied throughout during the periods covered thereby and (iii) fairly present involved, except, in all material respects each case, as indicated in such statements or in the assets and liabilities (including all reserves) and the financial condition, results of operations and cash flows of York and its Subsidiaries as of the respective dates and for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, material. The Audited Financial Statements have been examined as permitted by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal yearForm 10-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.Q.

Financial Statements. Old Kent has previously made available to Fifth Third copies of (a) York has heretofore delivered to Buyer Parties (xi) the audited consolidated financial statements of York and its Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York Old Kent and its Subsidiaries as of and December 31, for the five months ended May 31fiscal years 1998 and 1999, 2005, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for the five month period fiscal years 1997 through 1999, inclusive, as reported in Old Kent's Annual Report on Form 10-K for the fiscal year ended May December 31, 2005 1999 (collectively, the "Reference Financial StatementsOld Kent 1999 10-K") filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), accompanied by the audit report of Arthxx Xxxexxxx XXX, independent public accountants with respect to Old Kent and (zii) the unaudited consolidated financial statements balance sheet of York Old Kent and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 20051999 and 2000, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for each of the respective year-to-date and monthly nine month periods then ended, as reported in Old Kent's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2000. The December 31, 1999 consolidated balance sheet of Old Kent (collectivelyincluding the related notes, where applicable) fairly presents in all material respects the "Interim Financial Statements" consolidated financial position of Old Kent and together with its Subsidiaries as of the Audited Financial Statements date thereof, and the Reference Financial Statementsother financial statements referred to in this Section 3.6 (including the related notes, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results of the consolidated operations and cash flows changes in stockholders' equity and consolidated financial position of York Old Kent and its Subsidiaries for the respective fiscal periods or as of the respective dates and for the respective periods thereoftherein set forth, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and adjustments made with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP that are notconsistently applied during the periods involved, except, in the aggregateeach case, material as indicated in such statements or (ii) incurred since November 30, 2005 in the ordinary course notes thereto. The books and records of business consistent with past practice and in amounts that are not material to York Old Kent and its Subsidiaries taken as a wholehave been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. CIT has previously made available to Newcourt copies of (a) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial statements balance sheets of York CIT and its the CIT Subsidiaries for each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, changes in each case including a balance sheet as of such date and the related statements of income, stockholdersshareholders' equity and cash flows for the five month period ended May fiscal years 1996 through 1998, inclusive, in the case of the December 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited 1997 consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related consolidated statements of income, stockholderschanges in shareholders' equity and cash flows for each the fiscal years 1996 and 1997 accompanied by the audit report of the respective year-to-date and monthly periods then ended (collectivelyKPMG Peat Marwick LLP, the "Interim Financial Statements" and together independent public accountants with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements")respect to CIT. The Financial Statements (i) have been prepared from December 31, 1997 and 1998 consolidated balance sheets of CIT, including the Books and Records of Yorkrelated notes, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) fairly present in all material respects the assets and liabilities (including all reserves) and the consolidated financial condition, results position of operations and cash flows of York CIT and its Subsidiaries as of the respective dates thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the respective fiscal periods thereofor as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except that as indicated in the Reference Financial Statements and Interim Financial Statements notes thereto or, in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) do not have footnotes as required by GAAP and reflected in such financial statements or in the notes thereto, (B) are subject to normally recurring year-end adjustments that are not, for liabilities incurred in connection with this Agreement or the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, transactions contemplated hereby and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight BoardC) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, for liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) obligations incurred since November 30, 2005 in the ordinary course of business consistent business, neither CIT nor any of the CIT Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and are being, maintained in all material respects in accordance with past practice U.S. GAAP and in amounts that are not material to York any other applicable legal and its Subsidiaries taken as a wholeaccounting requirements.

Financial Statements. Attached as Section 4.03(f) of the Constellation OP Disclosure Letter are copies of the following: (ai) York has heretofore delivered to Buyer Parties (x) the audited consolidated financial unaudited combined balance sheets, combined statements of York operations and its Subsidiaries comprehensive income and combined statements of equity with respect to the Contributed Entities on an aggregate basis, as of and for each of the fiscal years ended December 31, 2002 through 20042016 and 2015 (the “Contributed Entity Annual Financial Statements”), in each case including a (ii) the unaudited combined balance sheet as of such date June 30, 2017 and the related consolidated statements of income, stockholders' equity operations and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited comprehensive income and consolidated financial statements of York and its Subsidiaries equity as of and for the five six (6) months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 20052017 (the “Contributed Entity Second Quarter Financial Statements”), September and (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 20052017, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date financial statements described in the foregoing clauses (i)—(iii) unaudited and monthly periods then ended with any footnotes in draft format only (collectively, the "“Contributed Entity Interim Financial Statements" ,” and together collectively with the Audited Contributed Entity Annual Financial Statements and the Reference Contributed Entity Second Quarter Financial Statements, the "“Contributed Entity Financial Statements"”). The Contributed Entity Financial Statements (i1) have been prepared from from, are in accordance with and accurately reflect the Books books and Records records of Yorkthe Contributed Entities in all material respects, (ii2) have been prepared in accordance with GAAP consistently (except for the absence of footnotes) applied throughout on a consistent basis during the periods covered thereby involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (iii3) fairly present in all material respects the assets and liabilities (including all reserves) and consolidated financial position of the financial condition, results of operations and cash flows of York and its Subsidiaries Contributed Entities as of the respective dates and date of such statement in accordance with GAAP (except for the respective absence of footnotes) consistently applied during the periods thereofinvolved (except in each case as may be noted therein, except and subject to normal year-end audit adjustments). It is understood, however, that the Reference Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) do not have footnotes as required by GAAP with respect to the Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) are subject with respect to normally recurring the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments that are not, and footnote disclosures); (C) comply as to form in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included all material respects with the Audited Financial Statements. York has not received any notice from its independent auditorsapplicable accounting requirements and the published rules and regulations of the SEC with respect thereto; (D) be prepared from, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by accordance with and accurately reflect the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any books and records of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those Contributed Entities; (iE) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made be prepared in accordance with GAAP that are notapplied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (F) fairly present in all material respects the consolidated financial position of each Contributed Entity as of the date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of each Contributed Entity for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the aggregate, material or periods involved (ii) incurred since November 30, 2005 except in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken each case as a wholemay be noted therein).

Financial Statements. (a) York The Company has heretofore delivered previously made available to Buyer Parties (x) Purchaser copies of the audited consolidated financial statements of York and its Subsidiaries for each financial condition of the Company, the Bank and the Subsidiaries as of December 31 for the fiscal years ended December 312008, 2002 2009 and 2010, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2008 through 20042010, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of Xxxxx Xxxxxx PLLC. The December 31, 2010 consolidated statement of financial condition of the Company (including a balance sheet as the related notes, where applicable) fairly presents in all material respects the consolidated financial position of such date the Company, the Bank and the related statements of income, stockholders' equity and cash flows for each of the respective periods then ended (collectively, the "Audited Financial Statements"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31date thereof, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated other financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, referred to in each case this Section 2.2(g) (including a balance sheet as of such date and the related statements of incomenotes, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the Audited Financial Statements and the Reference Financial Statements, the "Financial Statements"). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iiiwhere applicable) fairly present in all material respects the assets and liabilities (including all reserves) respects, and the financial conditionstatements to be filed by the Company with the SEC after the date of this Agreement will fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of operations and the consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial position of York the Company, the Bank and its the Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) in all material respects complies, and for the respective financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods thereofinvolved, except that as indicated in the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are notnotes thereto or, in the aggregatecase of unaudited statements, materialas permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The Audited Financial Statements books and records of the Company, the Bank and the Subsidiaries in all material respects have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditorsbeen, and Seller otherwise does not have Knowledgeare being, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made maintained in accordance with applicable Law and GAAP that are not, in accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx PLLC has not resigned or been dismissed as independent public accountants of the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken Company as a wholeresult of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) York Seller has heretofore delivered to Buyer Parties complete copies of (xi) the audited consolidated financial statements consisting of York and its Subsidiaries for the balance sheet of Seller as at March 31 in each of the years ended December 31, 2002 through 2004, in each case including a balance sheet as of such date 2018 and 2019 and the related statements of incomeoperations, stockholders' equity ’ deficit and cash flows flow for each of the respective periods fiscal years then ended (collectively, the "“Audited Financial Statements"), ”) and (yii) the unaudited consolidated financial statements consisting of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a condensed balance sheet of Seller as of such date at June 30, 2019, and the related condensed statements of income, stockholders' equity operations and cash flows flow for the five three (3) month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (z) the unaudited consolidated financial statements of York and its Subsidiaries as of and for each of the year-to-date periods ended June 30, 2005, September 30, 2005, October 31, 2005 and November 30, 2005, respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "“Interim Financial Statements" and ” and, together with the Audited Financial Statements and the Reference Financial Statements, the "“Financial Statements"”). The Financial Statements (i) have been prepared from the Books and Records of York, (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the relevant periods covered thereby involved (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and (iii) other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms). The Financial Statements are based on the books and records of Seller, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present in all material respects the assets and liabilities (including all reserves) and the financial condition, results condition of operations and cash flows of York and its Subsidiaries Seller as of the respective dates they were prepared and the results of the operations of Seller for the respective periods thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, materialindicated. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and balance sheet of Seller otherwise does not have Knowledge, as of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December March 31, 20042019, there has been no change in any of is referred to herein as the significant accounting policies, practices or procedures of York “Balance Sheet” and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in thereof as the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole“Balance Sheet Date.”