Common use of Financial Statements Clause in Contracts

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct copies of (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.

Financial Statements. Set forth in Schedule 4.06 attached hereto are There has been furnished to the Administrative Agent and each of the Banks (ia) true and correct copies of (A) the unaudited a consolidated balance sheet of the Business prepared by Westin Company as at December 31, 2021, and a consolidated statement of income and cash flow of the Company for the quarter ended fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries as at June 30, 2005 (the “Unaudited Balance Sheet”)2022, (B) the related unaudited statement and interim condensed consolidated statements of operations income and of cash flows flow of the Business prepared by Westin Company and the Consolidated Subsidiaries for the quarter respective fiscal periods then ended June 30, 2005 (and as set forth in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in SellerCompany’s quarterly report Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the quarter ended June 30financial statement prepared in accordance with clause (a) above, 2005such balance sheet and statement of income have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company and the Consolidated Subsidiaries for the fiscal periods then ended; or, representing in the Unaudited Balance Sheet case of the financial statements referred to in clause (b), have been prepared in a manner consistent with the accounting practices and Unaudited Income Statement adjusted 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 certain quarter-end adjustments or reclassificationsa fair presentation of (A) the results of operations of the Company for the periods covered thereby, (DB) the unaudited balance sheet financial position of the Business prepared by Westin for Company at the year ended December 31date thereof, 2004 and (the “Historical Balance Sheet”), (EC) the related unaudited statement of operations and cash flows of the Business prepared by Westin Company for the year ended December 31, 2004 periods covered thereby (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments). The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition There are no contingent liabilities of the Business 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 consistently applied. Neither Sellerand the rules and regulations of the Securities and Exchange Commission, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause and (iibb) abovewere not so disclosed.

Financial Statements. Set forth in Schedule 4.06 attached hereto are Target has provided to Parent, or will provide to Parent within thirty (30) days of the date of this Agreement, true and complete copies of (i) true and correct copies of (A) the unaudited audited consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement Target and its Subsidiaries as of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing and the Historical Balance Sheet related audited statements of operations and Historical Financials adjusted changes in stockholders' equity for audit adjustments and certain year-end adjustments or reclassificationsthe fiscal year then ended, and (ii) copies of the unaudited consolidated balance sheet of Target and its Subsidiaries and the related unaudited statement statements of operations and cash flows of the Business prepared by Westin for the month period ended September 30December 31, 20052005 (collectively, the “Financial Statements”). The Unaudited Balance Sheet and Financial Statements (i) have been, or will be, prepared in accordance with generally accepted accounting principles (“GAAP”) on a basis consistent throughout the Unaudited Income Statementperiods covered thereby; (ii) present, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) aboveor will present, present fairly, in all material respects, the financial condition of Target and its Subsidiaries as of the Business as at such dates in accordance thereof and the results of their operations for the periods then ended; and (iii) are, or will be, consistent with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet the books and Historical Financialsrecords of Target and its Subsidiaries, subject to certain year-end adjustments which books and reclassifications records are true, correct and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, complete in all material respects. For purposes of this Agreement, the financial condition “Balance Sheet” means the consolidated balance sheet of the Business Target and its Subsidiaries dated as of December 31, 2005, and the “Balance Sheet Date” means December 31, 2005. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of such dates Financial Statements and are required, under GAAP, to be recorded or disclosed in accordance with GAAP consistently appliedthe balance sheets included in the Financial Statements or disclosed in notes to the Financial Statements are, or will be, so recorded or disclosed. Neither SellerSince the Balance Sheet Date there has been no change in the assets or liabilities, Parent nor or in the business or condition, financial or otherwise, or in the results of operations of Target or any of their Affiliates makes its Subsidiaries, which has had or is reasonably likely to have a Material Adverse Effect. To Target’s knowledge, the accounts receivable of Target and its Subsidiaries included in the Balance Sheet are reasonably expected to be collectible substantially in full over a reasonable period subject to reserves for bad debt established therefor and which are reflected in the Financial Statements (by use of Target's or its Subsidiaries’ normal collection methods without resort to litigation or reference to a collection agency), and to Target’s knowledge, (i) there do not exist any representationdefenses, warranty or covenant with respect to the statements provided pursuant to clause counterclaims and set-offs which would materially adversely affect such receivables, and (ii) aboveall such receivables are actual and bona fide receivables representing obligations for the total dollar amount thereof shown on the books of Target and its Subsidiaries. Target and its Subsidiaries have performed all obligations in all material respects with respect thereto which they were obligated to perform to the date hereof.

Financial Statements. Set forth in Schedule 4.06 attached hereto are ConAgra has heretofore delivered to Acquisition LP copies of (i) true the audited combined balance sheets of the ConAgra Red Meat Business (as defined in footnote 1 to such audited financial statements) as of May 27, 2001 and correct copies May 28, 2000, and the combined statements of earnings, stockholder's net investment and advances and cash flows for the years ended May 27, 2001, May 28, 2000, and May 30, 1999 (Athe "Audited Financial Statements"), and (ii) the unaudited combined summary balance sheets, summary statements of earnings and summary cash flows of the ConAgra Red Meat Business for the years ended May 31, 1998, and May 25, 1997, and the unaudited combined summary balance sheet of the ConAgra Red Meat Business for the year ended May 30, 1999 (collectively, the "Prior Unaudited Financial Statements"), and (iii) the unaudited balance sheet of the ConAgra Red Meat Business prepared by Westin (the "Most Recent Balance Sheet") as of February 24, 2002 (the "Balance Sheet Date"), together with (A) the related combined statements of earnings, stockholder's net investment and advances and cash flows for the quarter nine periods ended June 30February 24, 2005 (the “Unaudited Balance Sheet”)2002, and (B) the related unaudited combined statement of operations earnings and cash flows of the Business prepared by Westin for the quarter nine periods ended June 30February 25, 2005 2001 (together with the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Most Recent Balance Sheet”, the "Most Recent Unaudited Financial Statements"), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Prior Unaudited Balance Sheet Financial Statements and the Most Recent Unaudited Financial Statements shall be collectively referred to as the "Unaudited Financial Statements." The Audited Financial Statements and the Unaudited Income StatementFinancial Statements shall be collectively referred to as, subject to certain quarter-end adjustments and reclassifications and represented the "Financial Statements." The Financial Statements, other than the Prior Unaudited Financial Statements (including the related notes), have been prepared in final form accordance with GAAP (other than the absence of related notes in the statements and footnotes provided pursuant to clause (i)(C) abovecase of the Unaudited Financial Statements), present fairly, in all material respects, the financial condition position, results of operations, stockholder's equity and cash flows of the ConAgra Red Meat Business as at of such dates and for the periods then ended, except in accordance with GAAP consistently applied subject to year-the case of the Unaudited Financial Statements for normal year end adjustmentsadjustments that are not material in nature. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form information presented by the Prior Unaudited Financial Statements has been prepared on a basis consistent with the accounting principles used in the preparation of ConAgra's consolidated audited financial statements and footnotes provided pursuant to clause (i)(F) above, present fairlyin a manner as required by SEC Regulation S-K Item 301 and fairly presents, in all material respects, the financial condition position, results of operations, stockholder's equity and cash flows of the ConAgra Red Meat Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to and for the statements provided pursuant to clause (ii) aboveperiods then ended.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true True and correct complete copies of (A) the unaudited Acquired Company’s audited consolidated financial statements consisting of the consolidated balance sheet of the Business prepared by Westin Acquired Company and its Subsidiaries as at December 31, 2007 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the quarter year then ended June 30, 2005 (the “Unaudited Balance SheetAcquired Audited Financial Statements”), and unaudited (Bbut reviewed by the Acquired Company’s independent auditor) the related unaudited statement of operations and cash flows consolidated financial statements consisting of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Acquired Company and its Subsidiaries as at December 31 in each of the years 2008 and 2009, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the year years then ended December 31, 2004 (the “Historical Balance SheetAcquired Interim Financial Statements” and together with the Acquired Audited Financial Statements, the “Acquired Financial Statements”), are included in the Seller Disclosure Schedule. The Acquired Financial Statements are true, complete and correct and have been prepared in accordance with Luxembourg generally accepted accounting principles (E“Lux GAAP”) applied on a consistent basis throughout the related unaudited statement of operations and cash flows periods involved, subject, in the case of the Business prepared by Westin for the year ended December 31Acquired Interim Financial Statements, 2004 (the “Historical Financials”), to normal and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Acquired Audited Financial Statements). The Acquired Financial Statements are based on the books and records of the Acquired Company and its Subsidiaries, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, the financial condition of the Business Acquired Company and its Subsidiaries as at such of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiaries for the periods indicated. The consolidated balance sheet of the Acquired Company and its Subsidiaries as of December 31, 2009, is referred to herein as the “Acquired Balance Sheet” and the date thereof as the “Acquired Balance Sheet Date.” Each of the Acquired Company and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveLux GAAP.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) Continental has previously made available to United copies of (i) true the consolidated balance sheet of Continental and correct copies the Continental Subsidiaries as of December 31, 2008 and 2009, and the related consolidated statements of operations, comprehensive income (Aloss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2009, as reported in Continental’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, the independent registered public accounting firm with respect to Continental for such periods (such balance sheets and statements, the “Audited Continental Financial Statements”), and (ii) the unaudited consolidated balance sheet of Continental and the Business prepared by Westin Continental Subsidiaries as of March 31, 2010 and the related consolidated statements of operations, and condensed cash flows for the quarter three-month periods ended June 30March 31, 2005 (the “Unaudited Balance Sheet”)2010 and 2009, (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed as reported in SellerContinental’s quarterly report Quarterly Report on Form 10-Q for the quarter quarterly period ended June 30March 31, 20052010, representing including any amendments thereto filed with the SEC prior to the Measurement Date (such balance sheets and statements, the “Unaudited Balance Sheet Continental Financial Statements” and, together with the Audited Continental Financial Statements, the “Continental Financial Statements”). The consolidated balance sheets of Continental (including the related notes, where applicable) included in the Continental Financial Statements fairly present in all material respects the consolidated financial position of Continental and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet Continental Subsidiaries as of the Business prepared by Westin for dates thereof, and the year ended December 31, 2004 other financial statements included in the Continental Financial Statements (the “Historical Balance Sheet”), (E) including the related unaudited statement notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders’ equity and cash flows of Continental and the Business prepared by Westin Continental Subsidiaries for the year ended December 31respective fiscal periods therein set forth, 2004 (subject, in the “Historical Financials”), and (F) the financial statements and footnotes case of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31Unaudited Continental Financial Statements, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain to normal year-end audit adjustments or reclassificationsthat are immaterial in nature and in amounts consistent with past experience; each of such statements (including the related notes, and (iiwhere applicable) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, complies in all material respects, respects with the financial condition published rules and regulations of the Business as at such dates SEC with respect thereto; and each of the Continental Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsduring the periods involved, subject to certain year-end adjustments and reclassifications and represented except, in final form each case, as indicated in such statements or in the statements and footnotes provided pursuant notes thereto. To Continental’s knowledge, there is no applicable accounting rule, consensus or pronouncement that has been adopted by the SEC, the Financial Accounting Standards Board, the Emerging Issues Task Force or any similar body as of, but is not in effect as of, the date of this Agreement that, if implemented, would reasonably be expected to have a Material Adverse Effect on Continental (it being agreed that for purposes of this Section 4.6(a), effects resulting from or arising in connection with the matters set forth in clause (i)(Fvi) above, present fairly, in all material respects, the financial condition of the Business as definition of such dates the term “Material Adverse Effect” shall not be excluded in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect determining whether a Material Adverse Effect on Continental would reasonably be expected to the statements provided pursuant to clause (ii) aboveoccur).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true The audited balance sheet of the Partnership and correct copies of (A) the combined unaudited balance sheet of the Business prepared by Westin for Partnership, the quarter ended June 30Borrower, 2005 (and Old RBOC as at December 31, 1996 and the “Unaudited Balance Sheet”)related audited statements of income, (B) cash flow, and retained earnings of the Partnership and the related unaudited statement combined statements of operations income, cash flow, and cash flows retained earnings of the Business prepared by Westin Partnership, the Borrower, and Old RBOC for the quarter ended June 30fiscal year then ended, 2005 (copies of which have been furnished to each Bank, and the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Partnership and the combined balance sheet of the Partnership, the Borrower, Old RBOC and Gulf States as at September 30, 1997, and the related statements of income, cash flow, and retained earnings of the Partnership and the related combined statements of income, cash flow, and retained earnings of the Partnership, the Borrower, Old RBOC and Gulf States for the year ended December 31nine months then ended, 2004 (copies of which have been furnished to each Bank, fairly present, subject, in the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows case of the Business prepared by Westin balance sheets as at September 30, 1997, and said statements of income, cash flow, and retained earnings for the year ended December 31nine months then ended, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain to year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respectsaudit adjustments, the financial condition of the Business Partnership and the combined financial condition of the Partnership, the Borrower, Old RBOC and Gulf States as at such dates and the results of operations of the Partnership and the combined results of the operations of the Partnership, the Borrower, Old RBOC and Gulf States for the periods ended on such dates, and such balance sheets and statements of income, cash flow, and retained earnings were prepared in accordance with GAAP consistently applied subject to year-end adjustmentsGAAP. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in Since the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition date of the Business as of such dates in accordance with GAAP consistently applied. Neither SellerFinancial Statements, Parent nor any of their Affiliates makes any representation, warranty no event or covenant with respect to the statements provided pursuant to clause (ii) abovecircumstance that could cause a Material Adverse Change has occurred.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true Seller has provided to Buyer a copy of the audited balance sheet and correct copies notes thereto of (A) Seller as of December 31, 2005, and the unaudited balance sheet of the Business prepared by Westin Seller as of December 31, 2004, and unaudited statement of cash flows, statement of income and statement of changes in stockholders equity, and notes thereto of Seller for the quarter fiscal year ended June 30December 31, 2005 (the “Unaudited Balance SheetAnnual Financial Statements”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) . Seller has provided to Buyer copies of the unaudited balance sheet and related unaudited statement statements of operations cash flows, income and cash flows changes in stockholders equity of the Business prepared by Westin Seller as of and for the nine-month period ended September 30, 20052006 (the “Interim Financial Statements” and, together with Annual Financial Statements, the “Financial Statements”). The Unaudited Balance Sheet Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the Unaudited Income Statement, subject financial condition and results of operation of Seller as of such dates and for such periods. The financial statements to certain quarter-end adjustments and reclassifications and represented in final form in be delivered by Seller to Buyer after the statements and footnotes provided date hereof pursuant to clause (i)(C) above, present fairlySections 6.5 and 8.8 hereof will fairly present, in all material respects, the financial condition position of the Business Seller, as at such the respective dates thereof and the results of operations and cash flows for the respective periods then ended (subject in accordance with GAAP consistently applied subject the case of unaudited information to year-end adjustments. The Historical Balance Sheet and Historical Financialsnormal, subject to certain recurring year-end adjustments and reclassifications and represented in final form that will not be material either individually or in the statements aggregate and footnotes provided pursuant to clause any other adjustments described therein) in conformity with GAAP. Except as set forth on Schedule 4.5, Seller’s independent auditors have not advised Seller that they have identified any control deficiency, significant deficiency or material weakness in the system of internal control over financial reporting (i)(F) above, present fairly, each term as defined in all material respects, the financial condition Auditing Standard No. 2 of the Business as of such dates in accordance with GAAP consistently appliedPublic Company Accounting Oversight Board) utilized by Seller. Neither Seller nor, to Seller’s Knowledge , Parent nor any of their Affiliates makes its employees or Seller’s independent auditors have identified or been made aware of (i) any representationfraud, warranty whether or covenant with respect to not material, that involves Seller’s management or other employees who have a role in the preparation of financial statements provided pursuant to clause or the internal control over financial reporting utilized by Seller or (ii) aboveany claim or allegation regarding the foregoing. Schedule 4.5 includes a list of all of Seller’s revenues by NAICS codes for the years ended December 31, 2005 and December 31, 2002 in the format required by item 5 of the Hxxx-Xxxxx-Xxxxxx Notification and Report Form.

Financial Statements. Set forth in Schedule 4.06 attached hereto are There has been furnished to the Administrative Agent and each of the Banks (ia) true and correct copies of (A) the unaudited a consolidated balance sheet of the Business prepared by Westin Company as at December 31, 2013, and a consolidated statement of income and cash flow of the Company for the quarter ended fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries as at June 30, 2005 (the “Unaudited Balance Sheet”)2014, (B) the related unaudited statement and interim condensed consolidated statements of operations income and of cash flows flow of the Business prepared by Westin Company and the Consolidated Subsidiaries for the quarter respective fiscal periods then ended June 30, 2005 (and as set forth in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in SellerCompany’s quarterly report Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the quarter ended June 30financial statement prepared in accordance with clause (a) above, 2005such balance sheet and statement of income have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company and the Consolidated Subsidiaries for the fiscal periods then ended; or, representing in the Unaudited Balance Sheet case of the financial statements referred to in clause (b), have been prepared in a manner consistent with the accounting practices and Unaudited Income Statement adjusted 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 certain quarter-end adjustments or reclassificationsa fair presentation of (A) the results of operations of the Company for the periods covered thereby, (DB) the unaudited balance sheet financial position of the Business prepared by Westin for Company at the year ended December 31date thereof, 2004 and (the “Historical Balance Sheet”), (EC) the related unaudited statement of operations and cash flows of the Business prepared by Westin Company for the year ended December 31, 2004 periods covered thereby (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments). The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition There are no contingent liabilities of the Business 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 consistently applied. Neither Sellerand the rules and regulations of the Securities and Exchange Commission, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause and (iibb) abovewere not so disclosed.

Financial Statements. Set forth in on Schedule 4.06 attached hereto are 3.6(a) is (i) true and correct copies of (A) the unaudited balance sheet a copy of the Business prepared by Westin audited balance sheets as of December 31, 2006 and 2007 and audited statements of income and cash flows for the quarter years ended June 30December 31, 2005 2006 and 2007, of each of the Electronic Funds Transfer Business of Fifth Third Bancorp (the “Unaudited Balance SheetEFT Business”) and the Merchant Transaction Processing Business of Fifth Third Bancorp, which for the sake of clarity includes the business of CMC (the “Merchant Processing Business”) (collectively, with the audited balance sheet as of December 31, 2007 and 2008 and audited statements of income and cash flows for the years ended December 31, 2006, 2007 and 2008 of the consolidated Business (excluding the Canadian Sub) to be delivered by Seller no later than March 31, 2009, the “Audited Financial Statements”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies a copy of the unaudited balance sheet and related unaudited statement of operations income and cash flows of each of the EFT Business prepared by Westin and the Merchant Processing Business as of and for the month six months ended September June 30, 2005. The 2007 and 2008, excluding the Canadian Sub (the “Unaudited Balance Sheet US Financial Statements”), and (iii) a copy of the unaudited balance sheet as of May 31, 2009 and the unaudited income statement of the Canadian Sub for the two months ended May 31, 2009 (the “Unaudited Income StatementCanadian Financial Statements”; and together with the Unaudited US Financial Statements, subject to certain quarter-end adjustments and reclassifications and represented in final form the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Historical Financial Statements”). Except as described in the notes thereto and for the absence of statements of stockholders’ equity, the Historical Financial Statements have been (or, in the case of the 2008 Audited Financial Statements and footnotes provided pursuant to clause (i)(Cthe consolidated 2006 and 2007 Audited Financial Statements, when delivered will be) abovespecially prepared for purposes of this Agreement in accordance with GAAP consistently applied consistent with Seller’s past practices, present fairlyand fairly present, in all material respects, the financial condition and results of operations and cash flows of the Business (other than the Canadian Sub) as at such of the dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsthereof or the periods then ended, subject in the case of the Unaudited Financial Statements to certain normal year-end adjustments and reclassifications and represented in final form that will not, individually or in the aggregate, be material in amount or effect and the absence of footnotes and similar presentation items therein. Except as described in the notes thereto and for the absence of statements of stockholders’ equity, the Unaudited Canadian Financial Statement have been prepared by Seller in good faith from the books and footnotes provided pursuant to clause (i)(F) above, present fairlyrecords of the Canadian Sub consistent with Seller’s past practices for internal reporting of the financial condition and results of operation of the Business and fairly present, in all material respects, the financial condition and results of operations of the Canadian Sub as of the date thereof or the period then ended, subject to normal year-end adjustments that will not, individually or in the aggregate, be material in amount or effect and the absence of footnotes and similar presentation items therein. Set forth on Schedule 3.6(b) is a copy of the unaudited statement of earnings before interest and taxes for the electronic payment processing business and the unaudited consolidated statement of current assets and current liabilities as of and for the two months ended February 28, 2009 (the “Two Month Financials”). The Two Month Financials have been prepared by Seller in good faith from the books and records of the Business as consistent with Seller’s past practices for internal reporting of such dates in accordance with GAAP consistently appliedthe financial condition and results of operation of the businesses. Neither Schedule 3.6(c) represents Seller’s reasonable, Parent nor any good faith estimate, after due inquiry, of their Affiliates makes any representationthe Opco’s costs for Allocated Services and Assets during the transition period under the Transition Service Agreement, warranty assuming Opco uses systems, benefits and incentive plans similar to those currently deployed by Seller. There are no off balance sheet transactions, arrangements, obligations or covenant with respect relationships attributable to the statements provided pursuant to clause (ii) aboveBusiness that may have a Material Adverse Effect, other than those summarized on Schedule 3.6(d). Seller and its Affiliates maintain adequate internal controls for the Business, except as would not have a Material Adverse Effect.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Company has previously delivered to the Purchasers copies of (i) true and correct copies of (A) the unaudited consolidated balance sheet of the Business prepared by Westin Company and the Company Subsidiaries as of December 31 for the quarter fiscal years 2000 and 2001, and the related consolidated statements of operations, statements of stockholders' equity and cash flows for the fiscal years 1999 through 2001, inclusive, as reported in the Company's Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 2001, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of PricewaterhouseCoopers LLP, independent public accountants, and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of June 30, 2005 2002 (the “Unaudited Balance Sheet”), (B"BALANCE SHEET") and the related unaudited consolidated statement of operations operations, statements of stockholders' equity and cash flows of the Business prepared by Westin for the quarter three- and six-month periods then ended June 30, 2005 (as reported in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 20052002, representing filed with the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) SEC under the unaudited balance sheet Exchange Act. All of such financial statements fairly present the consolidated financial position of the Business prepared by Westin for Company and the year ended December 31Company Subsidiaries as of the dates shown and the results of the consolidated operations, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement statements of operations stockholders' equity and cash flows of the Business prepared by Westin Company and the Company Subsidiaries for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes respective fiscal periods or as of the Business filed respective dates therein set forth, in Seller’s annual report on Form 10-K for the year ended December 31each case subject, 2004as to interim statements, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain to changes resulting from year-end adjustments or reclassifications, (none of which will be material in amount and (ii) copies effect). All of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business such financial statements have been prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsduring the periods involved, subject to certain year-end adjustments and reclassifications and represented in final form except as otherwise set forth in the statements notes thereto, and footnotes provided pursuant to clause the Company and the Company Subsidiaries have no liabilities or obligations of any nature (i)(Fabsolute, accrued, contingent or otherwise) above, present fairly, which are not fully reflected or reserved against in all material respects, the financial condition of the Business balance sheet as of June 30, 2002, included in such dates financial statements, except for liabilities that may have arisen in accordance the ordinary and usual course of business and consistent with GAAP consistently appliedpast practice and that, individually or in the aggregate, would not constitute a Material Adverse Effect. Neither Seller, Parent the Company nor any of their Affiliates makes Company Subsidiary has entered into any representation, warranty off-balance sheet arrangements or covenant with respect to the statements provided pursuant to clause (ii) abovetransactions.

Financial Statements. Set forth in Schedule 4.06 attached hereto are Sellers have delivered, or have caused to be delivered, to Buyer: (ia) true and correct copies of (A) the unaudited an audited consolidated closing balance sheet of the Business prepared by Westin for the quarter ended June Company and its Subsidiaries at May 30, 2005 (the “Unaudited Balance Sheet”)2001, (Bb) audited consolidated balance sheets of the Company and its Subsidiaries as at each of September 30, 2001 and September 30, 2002, and the related unaudited statement audited consolidated statements of operations income, changes in stockholders’ equity and cash flows flow, together with notes thereto, for each of the Business prepared by Westin for four months and one year, respectively, then ended, together with the quarter ended June 30report thereon of Ernst & Young, 2005 (the “Unaudited Income Statement”)L.L.P., independent certified public accountants, (Cc) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited a consolidated balance sheet of the Business prepared by Westin Company and its Subsidiaries as at February 28, 2003 (including any notes thereto, the “Balance Sheet”) and the related consolidated statements of income, changes in stockholders’ equity and cash flow for the year ended December 31five months then ended, 2004 together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (d) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2003, and (e) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2003 (the “Historical Interim Balance Sheet”), (E) and the related unaudited statement consolidated statements of operations income, changes in stockholders’ equity and cash flows flow for the 9 months then ended. Such financial statements fairly present the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Business prepared by Westin Company and its Subsidiaries taken as a whole as at the respective dates of, and for the periods referred to, in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year ended December 31, 2004 (end adjustments and the “Historical Financials”), and (F) absence of notes; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved and footnotes from each, except as disclosed in the notes to such financial statements. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveCompany.

Financial Statements. Set forth in Schedule 4.06 attached hereto are True and complete copies of (i) true the audited consolidated balance sheets and correct copies of (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement consolidated statements of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by Westin for the quarter ended June 30, 2005 reports thereon of Transferor’s accountants (the “Unaudited Income StatementTransferor Audited Financial Statements”), ; (Cii) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited audited consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) and the related unaudited consolidated statement of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared by Westin for the year quarterly period ended December March 31, 2004 2011; (the “Historical Financials”), and (Fiii) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited consolidated balance sheet and the related unaudited consolidated statement of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared by Westin for the quarterly period ended March 31, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month ended September 30immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, 2005. The Unaudited Balance Sheet and together with the Unaudited Income StatementTransferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to Parent, subject to certain quarter-end adjustments completion by SFX’s Accountant, at Acquiring Parties’ cost. The Transferor Financial Statements (A) were prepared in accordance with the books of account and reclassifications and represented in final form in other financial records of Transferor, (B) present fairly the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition and results of operations of Transferor as of the Business as at such dates thereof or for the periods covered thereby, (C) have been prepared in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet on a basis consistent with the past practices of Transferor and Historical Financials, subject to certain year-end (D) include all adjustments and reclassifications and represented in final form in (consisting only of normal recurring accruals) that are necessary for a fair presentation of the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the consolidated financial condition of Transferor and the Business results of the operations of Transferor as of such the dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty thereof or covenant with respect to for the statements provided pursuant to clause (ii) aboveperiods covered thereby.

Financial Statements. Set forth in Schedule 4.06 The Seller has delivered the following financial statements (the "FINANCIAL STATEMENTS") to the Buyer, and there are attached hereto are as SCHEDULE 5.5 hereto: (i) true and correct copies of (Aa) the unaudited audited balance sheets of the Seller as of December 31, 1993, January 1, 1995 and December 31, 1995 (such balance sheet as of December 31, 1995 being referred to herein as the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”"AUDITED BALANCE SHEET"), (B) and the related unaudited statement consolidated statements of operations income, retained earnings and cash flows of the Business prepared by Westin Seller for each of the quarter ended June 30, 2005 (the “Unaudited Income Statement”)fiscal years then ended, (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Db) the unaudited condensed consolidated balance sheet of the Business prepared by Westin for the year ended December 31Seller as of September 30, 2004 (the “Historical Balance Sheet”), (E) 1996 and the related unaudited statement condensed consolidated statements of operations income, retained earnings and cash flows of the Business prepared by Westin Seller for the year nine (9) month period then ended (collectively, the "INTERIM FINANCIALS") and (c) the unaudited condensed balance sheet for the VECTRA Waste Business as of December 31, 2004 (the “Historical Financials”)1993, and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 20041994 and December 31, representing 1995 and November 30, 1996, and the Historical related condensed statements of income for the three years and eleven-month periods then ended (the "WASTE BUSINESS FINANCIALS"). The Audited Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassificationsthe related consolidated statements of income, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations retained earnings and cash flows of the Business Seller for such period are true and correct and have been prepared by Westin in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis; the Audited Balance Sheet fairly presents the financial condition of the Seller as of its date; and such consolidated statements of income, retained earnings and cash flows fairly present the results of operations for the month ended September 30, 2005periods covered thereby. The Unaudited Balance Sheet Interim Financials and the Unaudited Income Statement, subject to certain quarter-end adjustments Waste Business Financials are true and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, correct in all material respects, have been prepared in accordance with GAAP applied on a consistent basis and the balance sheets included therein fairly present the financial condition of the Business Seller and the VECTRA Waste Business, respectively, as at of such dates in accordance with GAAP consistently applied and such statements of income fairly present the results of operations for such periods covered thereby (subject to the absence of footnotes and to year-end adjustments. The Historical Balance Sheet audit adjustments consisting only of routine accruals and Historical Financials, subject to certain year-end with the exception of any audit adjustments and reclassifications and represented in final form in that will result from the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition consummation of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to transactions contemplated by the statements provided pursuant to clause (ii) aboveTransaction Documents).

Financial Statements. Set forth in Schedule 4.06 attached Attached hereto as Exhibit D are true and complete copies of: (i) true the consolidated audited balance sheet of Parmalat USA Corporation and correct copies subsidiaries as of December 28, 2002 and December 29, 2001 and the related audited statements of operations and cash flow for the years then ended; (ii) the (A) the unaudited consolidating balance sheet sheets of the Business prepared by Westin for the quarter ended June 30Parmalat USA Corporation and subsidiaries as of December 27, 2005 (the “Unaudited Balance Sheet”)2003, (B) the related unaudited consolidated statement of operations earnings of Parmalat USA Corporation and cash flows of the Business prepared by Westin subsidiaries for the quarter ended June 30year then ended, 2005 (the “Unaudited Income Statement”), and (C) the financial statements unaudited consolidated statement of cash flows of Parmalat USA Corporation and footnotes subsidiaries for the year then ended, in each case as regularly prepared in the ordinary course of business by the management of the Business filed in Seller’s quarterly report on Form 10-Q for Company (the quarter ended June 30"2003 Management Financial Statements"); and (iii) the (A) unaudited consolidating balance sheet of Parmalat USA Corporation and subsidiaries as of May 22, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications2004, (DB) the unaudited balance sheet consolidated statement of the Business prepared by Westin earnings of Parmalat USA Corporation and subsidiaries for the year month then ended December 31, 2004 and (the “Historical Balance Sheet”), (EC) the related unaudited consolidated statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), Parmalat USA Corporation and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin subsidiaries for the month ended September 30then ended, 2005in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2004 Period Financial Statements"). The Unaudited Balance Sheet Subject to the matters discussed in Section 3.12 of the Disclosure Letter, the 2003 Management Financial Statements and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, 2004 Period Financial Statements present fairly, fairly in all material respects, respects the financial condition of the Business as Seller at such dates the date specified and the results of its operations and cash flows for the period specified and have been prepared in accordance with GAAP U.S. generally accepted accounting principles, consistently applied subject to year-end adjustments. The Historical Balance Sheet ("GAAP"), from the books and Historical Financialsrecords of the Seller, subject to certain which accurately and fairly reflect in all material respects the transactions of, acquisition and dispositions of assets by, and incurrence of Liabilities by the Seller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are in the form regularly used by management for internal financial reporting purposes, do not contain the footnote and other supplemental disclosures required for financial statements by GAAP, do not reflect any normal year-end adjustments that may be made in respect of the subsequent commencement by the Seller of the Bankruptcy Cases and reclassifications and represented are not in final the form in the which audited financial statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of Seller would appear if such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the financial statements provided pursuant to clause (ii) abovewere prepared.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true and correct copies of (A) the unaudited The consolidated balance sheet of the Business prepared by Westin Borrower and its Consolidated Subsidiaries as of December 31, 1996 and the related consolidated statements of income, retained earnings and cash flows for the quarter ended June fiscal year then ended, reported on by Deloitte & Touche LLP and set forth in the Borrower's 1996 Annual Report on Form 10-K and the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2005 (the “Unaudited Balance Sheet”), (B) 1997 and the related unaudited statement consolidated statements of income, retained earnings and cash flows for the nine-month period then ended and set forth in the Borrower's Quarterly Report on Form 10-Q, copies of which have been delivered to each of the Lenders, fairly present (subject in the case of such financial statements as of September 30, 1997, to year-end adjustments) in conformity with GAAP, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such periods ending on such dates. INTERIM FACILITY 39 (b) The consolidated balance sheet of TU Electric and its Consolidated Subsidiaries as of December 31, 1996 and the Business prepared by Westin related consolidated statements of income, retained earnings and cash flows for the quarter ended June 30fiscal year then ended, 2005 (the “Unaudited Income Statement”), (C) the financial statements reported on by Deloitte & Touche LLP and footnotes of the Business filed set forth in Seller’s quarterly report TU Electric's 1996 Annual Report on Form 10-Q for K and the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited consolidated balance sheet of TU Electric and its Consolidated Subsidiaries as of September 30, 1997 and the Business prepared by Westin related consolidated statements of income, retained earnings and cash flows for the year nine-month period then ended December 31and set forth in TU Electric's Quarterly Report on Form 10-Q, 2004 copies of which have been delivered to each of the Lenders, fairly present (subject in the “Historical Balance Sheet”case of such financial statements as of September 30, 1997, to year-end adjustments), (E) in conformity with GAAP, the related unaudited statement consolidated financial position of TU Electric and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report periods ending on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovedates.

Financial Statements. Set forth in Schedule 4.06 attached hereto are There has been furnished to the -------------------- Administrative Agent and each of the Banks (ia) true and correct copies of (A) the unaudited a consolidated balance sheet of the Business prepared by Westin Borrower as at December 31, 1997, December 31, 1996 and December 31, 1995, and a consolidated statement of income and cash flow of the Borrower for the quarter ended fiscal year then ended, certified by the Borrower's independent certified public accountants, and (b) unaudited consolidated balance sheets of the Borrower as at March 31, 1997, June 30, 2005 (the “Unaudited Balance Sheet”)1997, (B) the related unaudited statement and September 30, 1997 and consolidated statements of operations income and of cash flows flow of the Business prepared by Westin Borrower for the quarter respective fiscal periods then ended June 30, 2005 (and as set forth in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report Borrower's Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the quarter ended June 30financial statements prepared in accordance with clause (a) above, 2005such balance sheet and statement of income have been prepared in accordance with GAAP, representing and present fairly in all material respects the Unaudited Balance Sheet financial position of the Borrower and Unaudited Income Statement adjusted its Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Borrower and its Subsidiaries for certain quarterthe fiscal periods then ended; or, in the case of the financial statements referred to in clause (b), have been prepared in accordance with Rule 10-end 01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments or reclassificationsnecessary for a fair presentation of (i) the results of operations of the Borrower for the periods covered thereby, (Dii) the unaudited balance sheet financial position of the Business prepared by Westin for Borrower at the year ended December 31date thereof, 2004 and (the “Historical Balance Sheet”), (Eiii) the related unaudited statement of operations and cash flows of the Business prepared by Westin Borrower for the year ended December 31, 2004 periods covered thereby (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments). The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition There are no contingent liabilities of the Business Borrower or its Subsidiaries as of such dates involving material amounts, known to the executive management of the Borrower that (x) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP consistently applied. Neither Sellerand the rules and regulations of the Securities and Exchange Commission, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause and (iiy) abovewere not so disclosed.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct The Buyer has previously made available to the Seller copies of (A) the unaudited consolidated balance sheet sheets of the Business prepared by Westin Buyer and its Subsidiaries as of December 31 for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) fiscal years 1999 and 2000 and the related unaudited statement consolidated statements of operations operations, changes in stockholders' equity and cash flows of the Business prepared by Westin for the quarter ended June 30fiscal years 1998 through 2000, 2005 (inclusive, as reported in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 20042000 filed with the SEC under the Exchange Act, representing in each case accompanied by the Historical Balance Sheet and Historical Financials adjusted audit report of KPMG LLP, independent public accountants for audit adjustments and certain year-end adjustments or reclassificationsthe Buyer. The December 31, 2000 consolidated balance sheet of the Buyer (including the related notes, where applicable) fairly presents, and the financial statements to be included in any reports or statements (iiincluding reports on Form 10-Q and 10-K) copies of to be filed by the unaudited balance sheet Buyer with the SEC after the date hereof will fairly present, the consolidated financial position and related unaudited statement results of operations and cash flows and changes in stockholders' equity of the Business prepared by Westin Buyer and its Subsidiaries for the month ended September 30respective fiscal periods or as of the respective dates herein set forth, 2005. The Unaudited Balance Sheet and the Unaudited Income Statementother financial statements referred to in this Section 4.05 (including the related notes, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Cwhere applicable) above, fairly present fairly, in all material respectsrespects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the financial condition results of the Business consolidated operations and changes in shareholders' equity and consolidated financial position of the Buyer and its Subsidiaries for the respective fiscal periods or as at of the respective dates therein set forth; each of such dates statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied subject to year-end adjustmentsduring the periods involved, except as indicated in the notes thereto. The Historical Balance Sheet Buyer has previously made available to the Seller copies of the consolidated balance sheet of the Buyer and Historical Financialsits Subsidiaries as of September 30, subject 2001 and the related consolidated statement of operations prepared by the Buyer, in each case unaudited and without footnotes, and such financial statements fairly present in all material respects the consolidated financial position of the Buyer and its Subsidiaries as of December 31, 2000 and the results of consolidated operations for the year then ended. Each of the consolidated financial statements of the Buyer and its Subsidiaries, including, in each case, the notes thereto, made available to certain year-end adjustments the Seller comply, and reclassifications and represented in final form in the financial statements and footnotes provided pursuant to clause (i)(F) above, present fairly, be filed with the SEC by the Buyer after the date hereof will comply in all material respects, with applicable accounting requirements and with the financial condition published rules and regulations of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant SEC with respect to the statements provided pursuant to clause (ii) abovethereto.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Borrower has furnished to the Lender (i) true and correct copies of (A) the unaudited audited consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30Borrower and its Subsidiaries as of December 31, 2005 (the “Unaudited Balance Sheet”), (B) 2012 and the related unaudited statement consolidated statements of operations income, shareholders’ equity and cash flows of the Business prepared by Westin for the quarter fiscal year then ended June 30, 2005 reported on by PricewaterhouseCoopers LLP and (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Dii) the unaudited consolidated balance sheet of the Business prepared by Westin for the year ended December 31Borrower and its Subsidiaries as of September 30, 2004 (the “Historical Balance Sheet”)2013, (E) and the related unaudited statement consolidated statements of operations income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer. Such financial statements fairly present, in all material respects, the consolidated financial position of the Business prepared by Westin Borrower and its Subsidiaries as of such date and the consolidated results of op­erations and cash flows for such period in conformity with GAAP consistently applied, subject, with respect to the year ended December 31unaudited financial statements, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain normal year-end adjustments and the absence of footnotes. Since September 30, 2013, there have been no changes with respect to the Borrower and its Subsidiaries which have had or reclassificationscould reasonably be expected to have, and (ii) singly or in the aggregate, a Material Adverse Effect. In addition, the Borrower has provided to the Lender copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared Call Reports filed by Westin its Financial Institution Subsidiaries for the month ended period ending September 30, 2005. The Unaudited Balance Sheet 2013, and copies of the FRY-9LP Report and the Unaudited Income StatementFRY-9C Report filed by the Borrower for the period ending September 30, subject to certain quarter-end adjustments 2013. Each of such reports filed by the Borrower or the Financial Institution Subsidiaries with any Governmental Authority is true and reclassifications correct and represented is in final form accordance with the respective books of account and records of the Borrower and the Financial Institution Subsidiaries, and has been prepared in the statements accordance with applicable banking regulations, rules and footnotes provided pursuant to clause (i)(C) aboveguidelines on a basis consistent with prior periods, present fairlyand fairly and accurately presents, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet Borrower and Historical Financials, subject to certain year-end adjustments the Financial Institution Subsidiaries and reclassifications their respective assets and represented in final form in liabilities and the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition results of the Business their respective operations as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovedate.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The (i) true and correct copies of (A) the unaudited combined balance sheet sheets of the Business prepared by Westin for the quarter ended June 30Company and its Subsidiaries as at December 31, 2005 (the “Unaudited Balance Sheet”)2003, (B) together with the related unaudited statement combined statements of operations income, stockholders' equity, retained earnings and cash flows of the Business prepared by Westin Company and its Subsidiaries for the quarter three most recent Fiscal Years ended June on such date, certified by the Company's Accountants and (ii) unaudited combined balance sheets of the Company and its Subsidiaries as at September 30, 2005 (the “Unaudited Income Statement”)2004, (C) the financial together with related statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30income, 2005stockholder's equity, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations retained earnings and cash flows of the Business prepared by Westin Company and its Subsidiaries for the year ended December 31nine-month period then ended, 2004 (delivered to the “Historical Financials”), and (F) Lenders on or prior to the Closing Date are not materially inconsistent with the financial statements previously provided to such Lenders and footnotes fairly present (subject, in the case of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31said balance sheets as at September 30, 2004, representing and said statements of income, retained earnings and cash flows for the Historical Balance Sheet nine-month period then ended, to the absence of footnote disclosures and Historical Financials adjusted for audit adjustments and certain normal recurring year-end adjustments or reclassifications, and (iiaudit adjustments) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business Company and its Subsidiaries as at such dates and the results of the operations of the Company and its Subsidiaries for the period ended on such dates, all in accordance conformity with GAAP consistently applied subject and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. The consolidating guarantor group condensed balance sheets as at December 31, 2003 and September 30, 2004 and the related consolidating guarantor group condensed statements of income for the Fiscal Year then ended and the nine-month period then ended, respectively, delivered to the Lenders on or prior to the Closing Date, are not materially inconsistent with the financial statements previously provided to such Lenders and fairly present (subject, in the case of said balance sheets as at September 30, 2004, and said statements of income for the nine-month period then ended, to the absence of footnote disclosures and normal recurring year-end audit adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business Company and its Subsidiaries as of at such dates and the results of the operations of the Company and its Subsidiaries for the period ended on such dates, all in accordance conformity with GAAP consistently applied. Neither Seller, Parent nor any and Regulation S-X under the Securities Act of their Affiliates makes any representation, warranty or covenant with respect to 1933 and the statements provided pursuant to clause (ii) aboveSecurities Exchange Act of 1934.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true The Borrower has furnished to the Lender the Consolidated and correct copies of (A) the unaudited Consolidating balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement Borrower Affiliated Group as of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) and the related unaudited statement Consolidated and Consolidating statements of operations income, changes in stockholders’ equity and cash flows flow of the Business prepared by Westin Borrower Affiliated Group for the fiscal year ended December 31, 2004 (the “Historical Financials”)then ended, and (F) related footnotes, audited and certified by PricewaterhouseCoopers LLP. The Borrower has also furnished to the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of Lender the unaudited balance sheet and related unaudited statement of operations and cash flows income of the Business prepared by Westin for Borrower Affiliated Group as of the month fiscal quarter ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates prepared in accordance with GAAP consistently applied subject subject, however, to normal, year-end adjustmentsaudit adjustments that shall not in the aggregate be materially adverse (collectively, the “Initial Financial Statement”). The Historical Balance Sheet Borrower has also furnished to the Lender an opening pro forma balance sheet in accordance with Section 3.1.12 (the “Pro Forma Financial Statement”). The Borrower has also furnished to the Lender the unaudited pro forma Consolidated and Historical FinancialsConsolidating projected balance sheets of the Borrower Affiliated Group for the next 5 fiscal years, subject to certain year-end adjustments and reclassifications its related unaudited Consolidated and represented Consolidating projected statements of income, changes in final form stockholders’ equity and cash flow for the next 5 fiscal years, in each case prepared as if the Loans had been made and the Recapitalization Transaction had occurred as of the Closing Date. All such financial statements were prepared in accordance with GAAP and footnotes provided pursuant to clause (i)(F) above, present fairly, fairly in all material respects, respects the financial condition position of the Business Borrower Affiliated Group as of such dates and the results of the operations of the Borrower Affiliated Group for such periods. There are no material liabilities, contingent or otherwise, not disclosed in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovesuch financial statements.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true True and correct complete copies of (A) the unaudited Buyer’s audited consolidated financial statements consisting of the consolidated balance sheet of the Business prepared by Westin Buyer and its Subsidiaries as at June 30 in each of the years 2008 and 2009 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the quarter years then ended June 30, 2005 (the “Unaudited Balance SheetBuyer Annual Financial Statements”), (B) the related and unaudited statement of operations and cash flows consolidated financial statements consisting of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Buyer and its Subsidiaries as at March 31, 2010, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the year nine-month period then ended December 31, 2004 (the “Historical Balance SheetBuyer Interim Financial Statements” and together with the Buyer Annual Financial Statements, the “Buyer Financial Statements”), (E) are included in the related unaudited statement of operations and cash flows Buyer Disclosure Schedule. The Buyer Financial Statements have been prepared in accordance with GAAP US applied on a consistent basis throughout the periods involved, subject, in the case of the Business prepared by Westin for the year ended December 31Buyer Interim Financial Statements, 2004 (the “Historical Financials”), to normal and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Buyer Annual Financial Statements). The Buyer Financial Statements are based on the books and records of the Buyer and its Subsidiaries, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, the financial condition of the Business Buyer and its Subsidiaries as at such of the respective dates they were prepared and the results of the operations of the Buyer and its Subsidiaries for the periods indicated. The consolidated balance sheet of the Buyer and its Subsidiaries as of June 30, 2009, is referred to herein as the “Buyer Balance Sheet” and the date thereof as the “Buyer Balance Sheet Date” and the consolidated balance sheet of the Buyer and its Subsidiaries as of March 31, 2010, is referred to herein as the “Buyer Interim Balance Sheet” and the date thereof as the “Buyer Interim Balance Sheet Date.” Each of the Buyer and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveUS.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Administrative Agent and the Lenders will have received (i) true the audited consolidated balance sheets and correct copies related statements of income and cash flows of each of the Borrower and the Acquired Business for the Fiscal Years ending December 31, 2015 and December 31, 2016 (Awhich the Administrative Agent acknowledges have been received); (ii) the unaudited consolidated balance sheet sheets and related statements of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations income and cash flows of the Business prepared Borrower and, to the extent received by Westin the Borrower pursuant to the terms of the Acquisition Agreement, the Acquired Business, for each completed Fiscal Quarter of the Borrower or the Acquired Business, as applicable, ended after December 31, 2016 and ended at least 45 days prior to the Closing Date; and (iii) a pro forma consolidated balance sheet for the quarter ended June 30, 2005 Borrower and its Subsidiaries (including the “Unaudited Income Statement”), (CAcquired Business) as of the last day of the most recent period covered by the financial statements and footnotes of the Acquired Business filed in Seller’s quarterly report on Form 10-Q that have been delivered to the Borrower pursuant to the preceding clause (ii) and a pro forma consolidated statement of comprehensive income (loss) for the quarter Borrower for the twelve-month period ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet as of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows last day of the Business prepared most recent period covered by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for Borrower that have been delivered pursuant to the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and preceding clause (ii) copies ); provided that the financial statements of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business Borrower shall have been prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition statements of the Acquired Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant under clauses (ii) (with respect to the statements provided pursuant Fiscal Quarter ending September 30, 2017 and Fiscal Year to clause date) and (iiiii) aboveshall have been reconciled to GAAP.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The (ia) true consolidated balance sheets of TeleSpectrum and correct copies of (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30TeleSpectrum Subsidiaries at December 31, 2005 (the “Unaudited Balance Sheet”), (B) 1997 and 1996 and the related unaudited statement consolidated statements of operations operations, stockholders' equity and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 1997 and for the period from April 26, 1996 (Inception) to December 31, 1996, together with the “Historical Balance Sheet”)notes thereto, audited by Xxxxxx Xxxxxxxx LLP; and (Eb) unaudited consolidated balance sheets of TeleSpectrum and the TeleSpectrum Subsidiaries at September 30, 1998 and 1997 and the related unaudited statement consolidated statements of operations operations, stockholders' equity and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10nine-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month periods ended September 30, 2005. The Unaudited Balance Sheet 1998 and 1997, have been prepared in accordance with GAAP consistently applied throughout the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form periods involved (except as may be indicated in the statements and footnotes provided pursuant to clause (i)(C) abovenotes therein). Such balance sheets, present fairlyincluding the related notes, fairly present, in all material respects, the consolidated financial condition position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of TeleSpectrum and the Business as TeleSpectrum Subsidiaries at the dates indicated and such dates in accordance consolidated statements of operations, stockholders' equity and cash flows fairly present the consolidated results of operations, stockholders' equity and cash flows of TeleSpectrum and the TeleSpectrum Subsidiaries for the periods indicated (except that for the absence of notes with GAAP consistently applied subject respect to year-end adjustmentsthe unaudited financial statements). The Historical Balance Sheet unaudited consolidated financial statements as of and Historical Financialsfor the nine-month period ending September 30, subject 1998 contain all adjustments, which are solely of a normal recurring nature, necessary to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlypresent, in all material respects, fairly the consolidated financial condition position at September 30, 1998, and the results of operations, stockholders' equity and cash flows for the Business nine-month period then ended. (The unaudited consolidated balance sheet of TeleSpectrum and the TeleSpectrum Subsidiaries at September 30, 1998 described above is referred to herein as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii"TeleSpectrum Balance Sheet.") above.--------------------------

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The Company has previously provided to SPAC true and complete copies of (i) true the audited consolidated balance sheets and correct copies statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (Adeficit) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin Company and its consolidated subsidiaries as of and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year years ended December 31, 2004 2020 and December 31, 2019, together with the auditor’s report thereon (provided that such financial statements shall not be required to include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement with the SEC) (the “Historical Balance SheetAudited Financial Statements”), ) and (Eii) the related unaudited statement consolidated balance sheet and statements of operations operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Business prepared by Westin Company and its consolidated subsidiaries as of and for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month nine‑month period ended September 30, 20052021 (the “Unaudited Financial Statements”). The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause Financial Statements (i)(Ci) above, fairly present fairly, in all material respectsrespects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements, to normal year‑end adjustments that are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the financial condition absence of footnotes or the Business as at such dates inclusion of limited footnotes), (iii) were prepared from, and are in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respectsrespects with, the financial condition books and records of the Business Company and its consolidated subsidiaries, and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of such the respective dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovethereof.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true The audited consolidated balance sheets of VANTAS as of June 30, 1997, June 30, 1998, December 31, 1998 and correct copies December 31, 1999 and the related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the fiscal years ended as of such dates, which financial statements have been examined by PricewaterhouseCoopers LLP, independent certified public accountants, (Aii) the unaudited consolidated balance sheet of the Business prepared by Westin VANTAS as of March 31, 2000 and related consolidated statements of income, stockholder's equity and cash flows of VANTAS for the fiscal quarter ended June 30, 2005 (the “Unaudited Balance Sheet”)as of such date, (Biii) the audited consolidated balance sheets of Old HQ as of December 31, 1997, December 31, 1998 and December 31, 1999 and the related statements of earnings and cash flows of Old HQ and its subsidiaries for the fiscal years ended as of such dates, which financial statements have been examined by KPMG LLP, independent certified public accountants, (iv) the unaudited statement consolidated balance sheet of operations Old HQ as of March 31, 2000 and the related statements of earnings and cash flows of Old HQ and its subsidiaries for the fiscal quarter ended as of such date, and (v) the pro forma (after giving effect to the consummation of the HQ Merger, the Second Step Merger and related financing and other related matters) consolidated balance sheets and statements of income and cash flows of the Business prepared by Westin for Holdco and its subsidiaries as of December 31, 1999, copies of all of which financial statements referred to in the quarter ended June 30, 2005 preceding clauses (the “Unaudited Income Statement”i), (Cii), (iii), (iv) and (v) have heretofore been made available to the Investor, present fairly the financial position of the respective entities at the dates of said statements and the results of operations for the period covered thereby (or, in the case of the pro forma financial statements, present a good faith estimate of the pro forma financial condition of Holdco and its subsidiaries (after giving effect to the consummation of the HQ Merger, the Second Step Merger and related financing and other related matters) on a consolidated basis at the date thereof). All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the with respect to interim financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statementstatements, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-normal year end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.

Financial Statements. Set forth in Schedule 4.06 attached hereto are AmeriDyne has made available to Contour: (i) true the balance sheet of AmeriDyne as of April 30, 1995, and correct copies the related statement of income and retained earnings for the year then ended; (Aii) the balance sheet of AmeriDyne as of April 30, 1994, and the related statement of income and retained earnings for the year then ended; (iii) the balance sheet of AmeriDyne as of April 30, 1993, and the related statement of income and retained earnings for the year then ended (the "1993 Statements"), including in each case the notes thereto, all of which have been audited by Cowart & Rich with txx xxxeption of the 1993 Statements; and (iv) the unaudited balance sheet of AmeriDyne as of January 31, 1996, and the Business prepared by Westin related statement of income and retained earnings for the quarter ended June 30nine-month period then ended, 2005 (including the “Unaudited notes thereto. All of the foregoing financial statements are hereinafter collectively referred to as the "AmeriDyne Financial Statements" and the balance sheet as of January 31, 1996 is hereinafter referred to as the "AmeriDyne Balance Sheet”)." The books and records of AmeriDyne are maintained on an accrual basis, and the AmeriDyne Financial Statements have been prepared from, and are in accordance with, the books and records of AmeriDyne and present fairly the financial position and results of operations of AmeriDyne as of the dates and for the periods indicated, in each case, in conformity with generally accepted accounting principles, consistently applied. As of the Closing Date, AmeriDyne has no liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (By) liabilities and obligations reflected and adequately provided for on the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited AmeriDyne Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Dz) liabilities and obligations arising in the unaudited balance sheet ordinary course of business of AmeriDyne since the date of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical AmeriDyne Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet AmeriDyne Disclosure Letter sets forth a true and complete list of all loss contingencies (within the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form meaning of Statement of Financial Accounting Standards No. 5) of AmeriDyne exceeding $5,000 in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition case of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form any single loss contingency or $10,000 in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in case of all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveloss contingencies.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) A true and correct copies complete copy of (A) the unaudited audited consolidated balance sheet of Patriot and its Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the Business prepared related audited consolidated statements of operations, shareholders’ equity, and cash flows of Patriot and its Subsidiaries, together with all related notes and schedules thereto, accompanied by Westin for the quarter ended June 30reports thereon of Patriot’s independent auditors (collectively referred to as the “Financial Statements”) and the unaudited consolidated balance sheet of Patriot and its Subsidiaries as at March 31, 2005 2015 (the “Unaudited Balance Sheet”), (B) and the related unaudited statement consolidated statements of operations operations, shareholders’ equity and cash flows of the Business prepared by Westin for the quarter ended June 30Patriot and its Subsidiaries, 2005 together with all related notes and schedules thereto (collectively referred to as the “Unaudited Income StatementInterim Financial Statements”), (Care attached hereto as 3.6(a) of the Patriot Disclosure Schedule. Each of the Financial Statements, the Interim Financial Statements and the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business to be prepared by Westin for Patriot after the year ended December 31date of this Agreement (i) has been, 2004 or will be, prepared based on the books and records of Patriot and its Subsidiaries (except as may be indicated in the “Historical Balance Sheet”notes thereto), (Eii) has been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the related unaudited statement of operations and cash flows of periods indicated (except as may be indicated in the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), notes thereto) and (Fiii) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31fairly presents, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlywill fairly present, in all material respects, the consolidated financial condition position, results of operations, cash flows and changes in shareholder’s equity of Patriot and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Business as at such dates in accordance with GAAP consistently applied subject Interim Financial Statements, to year-end adjustments. The Historical Balance Sheet normal and Historical Financials, subject to certain recurring year-end adjustments and reclassifications and represented in final form the absence of notes that will not, individually or in the statements aggregate, be material. The books and footnotes provided pursuant to clause (i)(F) above, present fairly, records of Patriot and its Subsidiaries in all material respectsrespects have been, the financial condition of the Business as of such dates and are being, maintained in accordance with GAAP consistently appliedapplicable legal and accounting requirements and reflect only actual transactions. Neither SellerPatriot’s independent auditor has not resigned or been dismissed as independent public accountants of Patriot as a result of or in connection with any disagreements with Patriot on a matter of accounting principles or practices, Parent nor any of their Affiliates makes any representation, warranty financial statement disclosure or covenant with respect to the statements provided pursuant to clause (ii) aboveauditing scope or procedure.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) Complete copies of the (i) true and correct copies Company’s 2017 audited financial statements consisting of (A) the unaudited balance sheet of the Business prepared by Westin Company as at December 31 and the related statements of income and retained earnings, members’ equity and cash flow for the quarter years then ended, (the “Audited Financial Statements”), (ii) 2015 and 2016 unaudited financial statements of the Company, and the 2015, 2016 and 2017 unaudited financial statements of the California Company and CCLV, consisting of the balance sheets of the Company, the California Company and CCLV as at December 31 of the applicable year and the related statements of income and retained earnings and members’ equity for the years then ended June 30, 2005 (the “Unaudited Balance SheetFinancial Statements”), ) and (Biii) the related unaudited statement of operations and cash flows interim financial statements consisting of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Company, the California Company and CCLV as of August 31, 2018 and the related statements of income and retained earnings and members’ equity for the year eight-month period then ended December 31, 2004 (the “Historical Balance SheetInterim Financial Statements” and together with the Audited Financial Statements and the Unaudited Financial Statements, the “Financial Statements”)) have been delivered to Buyer. The Audited Financial Statements have been prepared in accordance with IFRS and the Unaudited Financial Statements have been prepared in accordance with GAAP; for both, (E) applied on a consistent basis throughout the related unaudited statement of operations and cash flows period involved, subject, in the case of the Business prepared by Westin for the year ended December 31Interim Financial Statements, 2004 (the “Historical Financials”), to normal and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and, and (ii) copies in the case of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet Interim Financial Statements and the Unaudited Income StatementFinancial Statements, subject to certain quarter-end adjustments and reclassifications and represented in final form the absence of notes (that, if presented, would not differ materially from those presented in the statements Audited Financial Statements). The Financial Statements are based on the books and footnotes provided pursuant to clause (i)(C) aboverecords of the Company Parties or CCLV, present fairlyas applicable, and, in all material respects, fairly present the financial condition of the Business Company Parties or CCLV, as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsapplicable, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition as of the Business respective dates they were prepared and the results of the operations of the Company Parties or CCLV, as of such dates in accordance with GAAP consistently appliedapplicable for the periods indicated. Neither Seller, Parent CCLV nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveCalifornia Company have audited financial statements.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) (i) true and correct the Company has delivered to the Buyer copies of the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2010, December 31, 2009 and December 31, 2008 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended (Athe “Prior Year Audited Financial Statements”), (ii) the unaudited Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Business prepared by Westin Company and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the quarter year then ended June (the “2011 Audited Financial Statements”, and together with the Prior Year Audited Financial Statements, the “Audited Financial Statements”) and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2005 2011 and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the period then ended, (the “Unaudited Balance SheetFinancial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). Except (a) as disclosed in Schedule 5.7(a), (Bb) with respect to the related unaudited statement Audited Financial Statements, as set forth in the footnotes thereto, and (c) with respect to the Unaudited Financial Statements, as to year-end adjustments and the absence of footnotes, the Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and the Unaudited Financial Statements, have been prepared in accordance with the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods indicated and present fairly in all material respects the Company’s and the Company Subsidiaries’ financial position as of the specified dates and the Company’s and the Company Subsidiaries’ results of operations and cash flows for the specified periods. The Company has provided the Buyer with a true and correct copy of the Business prepared by Westin for independent auditors’ report relating to the quarter ended June 30, 2005 (Prior Year Audited Financial Statements and will provide the “Unaudited Income Statement”), (C) the financial statements Buyer with a true and footnotes correct copy of the Business filed in Seller’s quarterly independent auditors’ report on Form 10-Q for relating to the quarter ended June 30, 2005, representing 2011 Audited Financial Statements concurrent with the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as delivery of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) 2011 Audited Financial Statements as contemplated above.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Sellers have delivered to the Purchaser correct and complete copies of (i) true the audited consolidated balance sheets of the Company as of December 31, 1997 and correct copies December 31, 1998 and the related statements of income, cash flow and retained earnings for the fiscal year reporting periods then ended, together with all notes and schedules thereto (Athe "FINANCIAL STATEMENTS") and (ii) the unaudited balance sheet of the Business prepared Company as of the period ending July 31, 1999 and the related statement of income for such period then ended (the foregoing unaudited statements, with all monthly unaudited statements delivered hereafter, the "UNAUDITED FINANCIAL STATEMENTS"). The Financial Statements have been audited without qualification by Westin Xxxxxxx and Xxxxxx, Certified Public Accountants, LLP, independent auditors for the quarter ended June 30, 2005 Company. The Financial Statements and the Unaudited Financial Statements (a) have been prepared in accordance with the “Unaudited Balance Sheet”), books and records of the Company and (Bb) fairly present the related unaudited statement financial condition and results of operations and cash flows of the Business prepared by Westin Company as of, and for the quarter respective periods ended June 30on, 2005 (the “Unaudited Income Statement”)such dates, (C) the financial statements and footnotes of the Business filed all in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance conformity with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representationexcept, warranty or covenant with respect to the Unaudited Financial Statements, for adjustments and notes that would result from an audit. Since December 31, 1998 and except as fully set forth in the Financial Statements and the Unaudited Financial Statements, the Company has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted) arising out of transactions or events heretofore entered into or any action or inaction or state of facts existing, with respect to, or based upon transactions or events heretofore occurring. On or before March 1, 2000, the Sellers shall deliver to the Purchaser correct and complete copies of the audited consolidated balance sheets of the Company as of December 31, 1999, and the related statements provided pursuant to clause (ii) aboveof income, cash flow and retained earnings for the fiscal year reporting period then ended, together with all notes and schedules thereto, at which time such balance sheet and statements shall thereafter be included within the definition of "Financial Statements" for all purposes hereunder.

Financial Statements. Set forth in Schedule 4.06 attached Attached as SCHEDULE 4.6 hereto are (i) true the audited balance sheets of IIT, Inc. and correct copies the unaudited balance sheets of International Information Technology IIT, C.A. (A"IIT, C.A.") as of December 31, 1997 and the related audited statements of earnings, shareholders equity and cash flows of IIT, Inc. and the unaudited statements of earnings, shareholders equity and cash flows of IIT, C.A. for each of the twelve-month periods then ended, together, in the case of IIT, Inc., with the independent auditor's report thereon and (ii) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30each of IIT, 2005 (the “Unaudited Balance Sheet”)Inc. and IIT, (B) C.A. as of July 31, 1998 and the related unaudited statement statements of operations earnings, shareholders' equity and cash flows of the Business prepared by Westin IIT, Inc. and IIT, C.A. for the quarter seven month period then ended June 30(collectively, 2005 the "FINANCIAL STATEMENTS"). The Financial Statements (including the “Unaudited Income Statement”)notes thereto) were prepared in accordance with GAAP, (C) consistently applied throughout the periods indicated, and present fairly and accurately the financial statements condition and footnotes results of the Business filed in Seller’s quarterly report on Form 10-Q operation of each of IIT, Inc. and IIT, C.A. as of and for the quarter ended June 30periods indicated; PROVIDED, 2005HOWEVER, representing that the Unaudited Balance Sheet unaudited Financial Statements as of and Unaudited Income Statement adjusted for certain quarterthe periods ending July 31, 1998 are subject to normal year-end adjustments or reclassifications(which will not be material) and lack footnotes and other presentation items. The audited financial statements of IIT, (DC.A. to be delivered pursuant to SECTION 9.2(o) will be identical to the unaudited balance sheet financial statements of the Business prepared by Westin IIT, C.A. as of and for the year period ended December 31, 2004 (the “Historical Balance Sheet”)1997 set forth on SCHEDULE 4.6, (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin except for the year ended December 31, 2004 (the “Historical Financials”), deletion of any qualifications and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovechanges resulting therefrom.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The Borrower has delivered to the Administrative Agent and the Lenders (or, with respect to subclauses (i) true and correct copies of (Aii) succeeding, the predecessor Administrative Agent and Lenders) (i) an unaudited balance sheet of Holdings and its Consolidated Subsidiaries (including, without limitation, the Business prepared by Westin Borrower), together with consolidated schedules, as of and for the quarter nine-month period ended June September 30, 2005 (the “Unaudited Balance Sheet”)1999, (Bii) the related an unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited pro forma balance sheet of Holdings and its Consolidated Subsidiaries (including, without limitation, the Business prepared by Westin Borrower), together with consolidating schedules, dated as of January 31, 2000, which gives effect to the transactions that have occurred on or before the First Restated Closing Date (including, without limitation, the Reorganization Transactions, the Holdings Public Offering, the issuance of the Holdings Senior Notes, if applicable, and the capital contributions to Holdings and the Borrower), and (iii) the audited financial statements of Holdings and its Consolidated Subsidiaries as of and for the fiscal year ended December 31, 2004 1999, and the unaudited financial statements of Holdings and its Consolidated Subsidiaries as of and for the fiscal quarter ended March 31, 2000, as required to have been delivered pursuant to clauses (the “Historical Balance Sheet”a) and (b), (E) the related unaudited statement respectively, of operations and cash flows Section 8.1 of the Business First Restated Credit Agreement. Such financial statements, as well as all other financial statements to be delivered to the Administrative Agent in accordance with this Agreement, are or will be when delivered (as applicable) true and correct, have been or will be (as applicable) prepared by Westin for the year ended December 31, 2004 in accordance with GAAP and fairly and accurately present or will fairly and accurately present (the “Historical Financials”as applicable), on a consolidated and consolidating basis (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respectsas applicable), the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet Holdings and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause its Consolidated Subsidiaries (i)(F) above, present fairly, in all material respectsincluding without limitation, the financial condition of the Business Borrower) as of such dates and the results of operations for the respective periods indicated therein. There has not been, as of the Closing Date, any material adverse change in accordance with GAAP consistently applied. Neither Sellerthe financial condition, Parent nor any results of their Affiliates makes any representationoperations, warranty businesses, operations or covenant with respect to Properties of Holdings and its Subsidiaries, taken as a whole, the statements provided pursuant to clause (ii) aboveBorrower and its Subsidiaries, taken as a whole, or of the Borrower on an individual basis, since September 30, 1999 or December 31, 1999.

Financial Statements. Set The consolidated balance sheets of the Seller and the Subsidiaries as of December 27, 1998 and the related consolidated statements of income, shareholders' equity and changes in financial position for the year then ended, including the notes thereto, certified by Xxxxxx Xxxxxxxx LLP, independent certified public accountants, which have been delivered to Buyer, set forth the consolidated financial position of the Seller and the Subsidiaries as at such date and the consolidated results of operations of the Seller and the Subsidiaries for such period, in Schedule 4.06 attached hereto each case in accordance with generally accepted accounting principles consistently applied. (The foregoing consolidated financial statements of the Seller and the Subsidiaries as of December 27, 1998 and for the year then ended are (isometimes herein called the "Audited Financials.") true and correct copies of (A) the The unaudited consolidated balance sheet of the Business prepared by Westin for Seller and the quarter ended June 30Subsidiaries as of September 26, 2005 (the “Unaudited Balance Sheet”)1999, (B) and the related unaudited consolidated statement of operations and cash flows income, including the notes thereto, which have been delivered to Buyer, set forth the consolidated financial position of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet Seller and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business Subsidiaries as at such dates date and the results of operations of the Seller and the Subsidiaries for the thirty-nine weeks then ended, in accordance each case in conformity with GAAP consistently generally accepted accounting principles applied on a basis consistent with that of the Audited Financials (subject to the normal year-end adjustments). The Historical foregoing unaudited consolidated financial statements of the Seller and the Subsidiaries as of September 26, 1999 and for the thirty-nine weeks then ended are sometimes herein called the "Interim Financials," the consolidated balance sheet included in the Interim Financials is sometimes herein called the "Balance Sheet" and September 26, 1999 is sometimes herein called the "Balance Sheet Date". To the knowledge of the Seller, except as fully reflected in the Interim Financial Statements, the Seller and Historical the Subsidiaries do not have any direct or indirect indebtedness, liability, Claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise, of any kind ("Liabilities") except for (a) liabilities that will be fully discharged in the Case at the Effective Date, (b) liabilities arising after the Petition Date reflected on the Balance Sheet or described in Seller's Disclosure Memorandum or in the notes to the Audited Financials or Interim Financials, subject to certain year-end adjustments and reclassifications and represented in final form (c) liabilities that have arisen since the Balance Sheet Date in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition ordinary course of business of the Business as of such dates Seller and the Subsidiaries and that are similar in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect nature and amount to the statements provided pursuant to clause (ii) aboveliabilities that arose during the comparable period of time in the immediately preceding fiscal period.

Financial Statements. Set forth in Schedule 4.06 attached hereto are True and complete copies of (i) true the audited consolidated balance sheets and correct copies of (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement consolidated statements of operations income and expenses, members’ equity, and cash flows of the Business prepared for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by Westin for the quarter ended June 30, 2005 reports thereon of the Transferor’s accountants (the “Unaudited Income StatementTransferor Audited Financial Statements”), ; (Cii) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited audited consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) and the related unaudited consolidated statement of operations income and expenses, members’ equity, and cash flows of the Business prepared by Westin for as of the year quarterly period ended December March 31, 2004 2011; (the “Historical Financials”), and (Fiii) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited consolidated balance sheet and the related unaudited consolidated statement of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared by Westin for the quarterly period ended March 31, 2011, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month ended September 30immediately preceding the Closing, 2005. The Unaudited Balance Sheet together with all related notes and schedules thereto accompanied by the Unaudited Income Statementreports thereon of the Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the Transferor Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by the Transferors to Parent, subject to certain quarter-end completion by SFX’s Accountant, at Acquiring Parties’ cost. The Transferor Financial Statements (A) were prepared in accordance with the books of account and other financial records of the Transferors, (B) present fairly the consolidated financial condition and results of operations of the Transferors as of the dates thereof or for the periods covered thereby, (C) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Transferors and (D) include all adjustments and reclassifications and represented in final form in (consisting only of normal recurring accruals) that are necessary for a fair presentation of the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet Transferors and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition results of the Business operations of the Transferor as of such the dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty thereof or covenant with respect to for the statements provided pursuant to clause (ii) aboveperiods covered thereby.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true and correct copies of (A) Azure has made available to the unaudited Xxxxxx Parties § an audited consolidated balance sheet of the Legacy Business prepared by Westin as of December 31, 2013, and the related audited income statement and statement of cash flows, for the quarter ended June 30twelve-month period of operations of the Legacy Business, 2005 then ended, together with the footnotes thereto, if any (the “Unaudited Balance SheetLegacy Audited Annual Financial Statements”); § an unaudited consolidated balance sheet of the Legacy Business as of December 31, 2012, and the related unaudited income statement and statement of cash flows, for the twelve-month period of operations of the Legacy Business, then ended, together with the footnotes thereto, if any (the “Legacy Unaudited Annual Financial Statements”); § audited consolidated balance sheet of the Legacy Business as of the period ending September 30, 2014 and the related audited consolidated income statement and statement of cash flows, for the nine-month period of operations of the Legacy Business then ended, together with the footnotes thereto, if any (the “Legacy Audited Interim Financial Statements”); and (iv) unaudited consolidated balance sheets of the Legacy Business as of the period ending November 30, 2014 and September 31, 2014 and the related unaudited consolidated income statements and statements of cash flows, for the respective one-month periods of operations of the Legacy Business then ended, together with the footnotes thereto, if any (the “Legacy Unaudited Interim Financial Statements” and, together with the Legacy Audited Annual Financial Statements, the Legacy Unaudited Annual Financial Statements and the Legacy Audited Interim Financial Statements, the “Legacy Financial Statements”). The Legacy Financial Statements (A) are consistent with the books and records of Azure, (B) the related unaudited statement of operations and cash flows of the Business have been prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), accordance with GAAP and (FB) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition position and operating results, equity and cash flows of the Legacy Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet of, and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in for the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respectsperiods ended on, the financial condition of the Business as of such respective dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovethereof.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct Complete copies of (A) the unaudited Company’s consolidated audited financial statements consisting of the balance sheet of the Business prepared by Westin Company as at December 31, 2018, December 30, 2019 and January 4, 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the quarter 12-month periods then ended June 30, 2005 (the “Unaudited Balance SheetAudited Financial Statements”), (B) the related and consolidated unaudited statement of operations and cash flows financial statements consisting of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Company as at July 5, 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the year six-month period then ended December 31, 2004 (the “Historical Balance SheetLocked Box Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”)) have been delivered to Buyer. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, (E) subject, in the related unaudited statement of operations and cash flows case of the Business prepared by Westin for the year ended December 31Locked Box Financial Statements, 2004 (the “Historical Financials”), to normal and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse in the aggregate) and the absence of notes (the effect of which will not be materially adverse in the aggregate). The Financial Statements are based on the books and records of the Company, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, respects the financial condition of the Business ACFP Companies as at such of the respective dates they were prepared and the results of the operations of the ACFP Companies for the periods indicated. The balance sheet of the Company as of January 4, 2021, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of Locked Box Date is referred to herein as the “Locked Box Balance Sheet.” The Company maintains a standard system of accounting established and administered in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveGAAP.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true True and correct complete copies of (A) Buyer’s audited consolidated financial statements consisting of the unaudited consolidated balance sheet of Buyer and its Subsidiaries as at December 31 in each of the Business prepared by Westin years 2007 and 2008 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the quarter years then ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical FinancialsBuyer Audited Financial Statements”), and (F) the unaudited consolidated financial statements and footnotes consisting of the Business filed in Seller’s annual report on Form 10-K balance sheet of Buyer and its Subsidiaries as at September 30, 2009, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the year nine-month period then ended December 31(the “Buyer Interim Financial Statements” and together with Buyer Audited Financial Statements, 2004the “Buyer Financial Statements”), representing are included in the Historical Balance Sheet Buyer Disclosure Schedule. Buyer Financial Statements are true, complete and Historical Financials adjusted for audit adjustments correct and certain have been prepared in accordance with United States generally accepted accounting principles (“US GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of Buyer Interim Financial Statements, to normal and recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in Buyer Audited Financial Statements). Buyer Financial Statements are based on the books and records of Buyer and its Subsidiaries, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, the financial condition of Buyer and its Subsidiaries as of the Business respective dates they were prepared and the results of the operations of Buyer and its Subsidiaries for the periods indicated. The consolidated balance sheet of Buyer and its Subsidiaries as at such dates of December 31, 2008, is referred to herein as the “Buyer Balance Sheet” and the date thereof as the “Buyer Balance Sheet Date” and the consolidated balance sheet of Buyer and its Subsidiaries as of September 30, 2009, is referred to herein as the “Buyer Interim Balance Sheet” and the date thereof as the “Buyer Interim Balance Sheet Date.” Each of Buyer and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveUS GAAP.

Financial Statements. Set forth in Schedule 4.06 attached hereto are 3.6 contains the audited consolidated balance sheets for Chemicon as of December 31, 2000 and December 31, 2001 and the related audited consolidated statements of operations, statements of shareholders' equity and statements of cash flows for the years ended December 31, 2000 and December 31, 2001 (i) true the "Audited Financial Statements"), and correct copies of (A) the unaudited combined balance sheet for Chemicon, Chemicon Europe and Cymbus Biotechnology Limited, dated as of the Business prepared by Westin for the quarter ended June 30October 31, 2005 2002 (the “Unaudited "Interim Balance Sheet”Sheet Date"), (B) and the related unaudited combined statement of operations and statement of cash flows of the Business prepared by Westin for the quarter ended June 30ten-month period ending on October 31, 2005 2002 (the “Unaudited Income Statement”"Interim Financial Statements" and, together with the Audited Financial Statements, collectively the "Financial Statements"), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, Audited Financial Statements have been prepared in accordance with GAAP (subject to certain quarter-end adjustments the exception disclosed on Schedule 3.14(a)) and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition position of Chemicon as of the Business as at such dates date thereof, and the related results of consolidated operations and its consolidated cash flows for the years then ended. The Interim Financial Statements have been prepared in accordance with GAAP consistently applied (subject to the absence of footnote disclosure and year-end adjustments. The Historical Balance Sheet , which will not be material either individually or in the aggregate and Historical Financials, subject to certain year-end adjustments the exception disclosed on Schedule 3.14(a)), and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the combined financial condition position of the Business Chemicon, Chemicon Europe and Cymbus Biotechnology Limited as of October 31, 2002, and the related results of their combined operations and their combined cash flows for the ten-month period then ended, and are based on the Chemicon Entities' books and records, which have been kept, and such dates Interim Financial Statements have been prepared, in accordance with GAAP the historical accounting methods of Chemicon, Chemicon Europe and Cymbus Biotechnology Limited, as the case may be, consistently applied. Neither SellerThe balance sheet as of December 31, Parent nor any 2001, included in the Audited Financial Statements is referred to herein as the "Audited Balance Sheet" and the unaudited balance sheet as of their Affiliates makes any representationOctober 31, warranty or covenant with respect 2002 included in the Interim Financial Statements is referred to herein as the statements provided pursuant to clause (ii) above"Interim Balance Sheet."

Financial Statements. Set (a) Schedule 7.7 of the Price Disclosure Schedule sets forth in Schedule 4.06 attached hereto are (i) true and correct copies of (Ai) the audited balance sheets of AGC and each of its Subsidiaries on a consolidated basis for the fiscal years ended December 31, 2000 and 1999 and the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations AGC and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin its Subsidiaries for the year ended December 31, 2004 2001; and (the “Historical Balance Sheet”), (Eii) the unaudited balance sheets of (x) GEI and each of its Subsidiaries on a consolidated basis; and (y) each of the Transferred Entities and their respective Subsidiaries on a consolidated basis, and, in each case, the related unaudited statement statements of operations income, changes in owners' equity and cash flows for each of the Business prepared by Westin fiscal years ended December 31, 2001, December 31, 2000 and December 31, 1999 (which shall be audited in the case of AGC and its Subsidiaries for the fiscal years ended December 31, 2000 and 1999 and unaudited for the fiscal year ended December 31, 2004 2001 and unaudited in the case of GEI and its Subsidiaries and the Transferred Entities and their respective Subsidiaries (the “Historical Financials”balance sheets referred to in this sentence, the "BALANCE SHEETS," and the Balance Sheets and the other statements referred to in this sentence, together with the notes thereto, the "FINANCIAL STATEMENTS"). The Balance Sheets are complete and correct in all material respects and present fairly and accurately the consolidated financial position of each of the Price Entities to which they relate as of the date thereof, and (F) the other financial statements referred to in this Section 7.7(a) (including the related notes thereto) are complete and footnotes correct in all material respects and present fairly and accurately the results of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows for the fiscal periods therein set forth of each of the Business prepared by Westin for the month ended September 30, 2005Price Entities to which they relate. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition Each of the Business as at such dates Financial Statements has been prepared in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to European Golf LLC, U.K. GAAP) consistently applied during the statements provided pursuant to clause (ii) aboveperiods involved.

Financial Statements. Set forth in Schedule 4.06 attached hereto are Copies of (i) true and correct copies of (A) the unaudited audited combined balance sheet of the Network Business prepared as of December 31, 2007 and 2006, and the related audited combined statements of income, parents’ net investment and cash flows of the Network Business for each of the three years in the period ended December 31, 2007, together with all related notes and schedules thereto, accompanied by Westin for the quarter ended June 30, 2005 report thereon of the Network Business’ independent auditors (collectively referred to as the “Unaudited Balance SheetFinancial Statements”), (Bii) the unaudited combined balance sheet of the Network Business as of September 30, 2008, and the related unaudited combined statement of income of the Network Business (collectively referred to as the “Interim Financial Statements”), (iii) the unaudited combined balance sheet of XXXxxxx.xxx as of September 30, 2008, June 30, 2008, March 31, 2008, December 31, 2007 and December 31, 2006 and the related 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 of the Network Business prepared by Westin as of the respective dates thereof and for the quarter ended June 30respective periods indicated therein, 2005 except as otherwise noted therein. The Interim Financial Statements (i) have been prepared based on the “Unaudited Income Statement”), (C) the financial statements books and footnotes records of the Business filed Network Business; (ii) have been prepared in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain a manner consistent with prior quarter-end adjustments or reclassificationsunaudited combined balance sheets and statements of income, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed which is in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statementaccordance with GAAP, subject to certain quarter-end adjustments the GAAP Exceptions; and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Ciii) above, present fairlyfairly presents, in all material respects, the combined financial condition position and results of operations of the Network Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet of the respective date thereof and Historical Financialsfor the respective period indicated therein, subject to certain the GAAP Exceptions; and (iv) subject to normal and recurring year-end adjustments and reclassifications and represented in final form that will not, individually or in the aggregate, be material. The XXXxxxx.xxx Financial Statements (a) have been prepared 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 and footnotes provided pursuant of income, which is in accordance with GAAP, subject to clause the GAAP Exceptions, except as may be indicated in the notes thereto; (i)(Fc) above, present fairlyfairly presents, in all material respects, the combined financial condition position and results of operations of XXXxxxx.xxx as of the respective date thereof and for the respective period indicated therein, except as otherwise noted therein; and (d) subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material. The Balance Sheet (a) has been prepared based on the balance sheet contained in the Interim Financial Statements and the balance sheet as of September 30, 2008, contained in the 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 the Network Business as of such dates in accordance with GAAP consistently applied. Neither Sellerthe Balance Sheet Date, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveexcept as otherwise noted therein.

Financial Statements. Set forth in Schedule 4.06 attached hereto are “Predecessor Financial Statements” shall mean the audited consolidated financial statements of Noranda Inc. (iincluding any related notes thereto) true for the fiscal years ended December 31, 2003 and correct copies of (A) December 31, 2004, and the unaudited balance sheet consolidated financial statements of Noranda Inc. for each of the Business prepared by Westin for the quarter quarters ended June 30March 31, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, . “Company Financial Statements” shall mean: (Di) the unaudited balance sheet audited consolidated financial statements of the Business prepared by Westin Company (including any related notes thereto) for the year fiscal years ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, 2003; and (ii) copies the unaudited consolidated financial statements of the unaudited balance sheet and related unaudited statement of operations and cash flows Company for each of the Business prepared by Westin for the month quarters ended September March 31, 2005 and June 30, 2005. The Unaudited Balance Sheet Predecessor Financial Statements and the Unaudited Income Statement, subject Company Financial Statements have been prepared in accordance with Canadian GAAP and all applicable Laws and have been reconciled to certain quarter-end adjustments U.S. generally accepted accounting principles (“U.S. GAAP”) in accordance with all applicable SEC requirements. Such Predecessor Financial Statements and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, Company Financial Statements present fairly, in all material respects, the consolidated financial condition position and results of operations of Noranda Inc. and the Company as of the Business respective dates thereof and for the respective periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as at such dates may be indicated expressly in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsthe notes thereto) and, in the case of unaudited statements, subject to certain normal, recurring year-end adjustments that are not material. Such Predecessor Financial Statements and reclassifications Company Financial Statements reflect appropriate and represented adequate reserves in final form in the statements and footnotes provided pursuant to clause (i)(F) aboverespect of contingent liabilities, present fairlyif any, in all material respectsof Noranda Inc., the Company and its Subsidiaries on a consolidated basis. The unaudited pro forma consolidated financial condition statements of Noranda Inc. as at March 31, 2005, for the twelve month period ended December 31, 2004 and for the three month period ended March 31, 2005 appearing as Schedule I to the Joint Management Information Circular of the Business as of such dates Company dated June 2, 2005, including the notes thereto, were prepared in accordance with Canadian GAAP consistently appliedand were prepared and presented in accordance with all applicable Securities Laws. Neither SellerThe assumptions contained therein were suitably supported and consistent with the financial results and financial statements of the Company and its predecessors, Parent nor any such statements provide a reasonable basis for the compilation of their Affiliates makes any representationsuch pro forma financial statements, warranty or covenant with respect to the and such pro forma financial statements provided pursuant to clause (ii) aboveaccurately reflect such assumptions.

Financial Statements. Set (a) Section 2.6(a) of the Remainco Disclosure Letter sets forth in Schedule 4.06 attached hereto are (i) true and correct copies of (A) the unaudited unaudited, combined balance sheet of the Spinco Business prepared by Westin for at December 31, 2022, the quarter ended June 30unaudited combined statements of operations, 2005 (the “Unaudited Balance Sheet”)other comprehensive income, (B) the related unaudited statement of operations net parent investment and cash flows of the Spinco Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 2022, together with all related notes thereto (the “Spinco Business Historical Financial Statements”) and (ii) the unaudited, combined balance sheet of the Spinco Business at the Spinco Reference Balance Sheet Date (the “Spinco Reference Balance Sheet”)) and the unaudited condensed combined statements of operations, other comprehensive income and net parent investment of the Spinco Business for the three (E) 3)- and nine (9)-month periods ended on the related Spinco Reference Balance Sheet Date and the unaudited condensed combined statement of operations and cash flows of the Spinco Business prepared by Westin for the year nine (9)- month period ended December 31, 2004 on the Spinco Reference Balance Sheet Date (the “Spinco Business Interim Financial Statements” and, together with the Spinco Business Historical FinancialsFinancial Statements, the “Spinco Business Financial Statements”), which, in each case, have been prepared in good faith by management of Remainco from source documentation subject to the controls and (F) procedures of Remainco’s accounting systems in accordance with GAAP consistently applied throughout the periods involved, except as otherwise noted therein. The books, records and other financial statements and footnotes reports of Remainco relating to the operations of the Spinco Business filed in Seller’s annual report on Form 10-K used by Remainco as source documentation for the year ended December 31, 2004, representing the Historical Balance Sheet Spinco Business Financial Statements are correct in all material respects and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005have been maintained in accordance with sound business practices. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlySpinco Business Financial Statements fairly present, in all material respects, the financial condition position, the results of operations and cash flows of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical FinancialsSpinco Business, subject to certain year-end adjustments and reclassifications and represented in final form in the aggregate, as of the respective dates thereof or the periods then ended; provided that (A) the Spinco Business is not a separately audited unit of Remainco, has not operated on a separate standalone basis and has historically been reported within Remainco’s combined financial statements and footnotes provided pursuant to clause (i)(FB) abovethe Spinco Business Financial Statements assumes certain allocated charges and credits, present fairly, in all material respects, which do not necessarily reflect what the consolidated results of operations and financial condition of positions would have been if the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.Spinco

Financial Statements. Set forth Guarantor and PMC have heretofore each furnished to Buyer a copy of their (a) consolidated (and, in Schedule 4.06 attached hereto are (ithe case of Guarantor only, consolidating) true balance sheets and correct copies statements of (A) the unaudited balance sheet income of the Business prepared by Westin their consolidated Subsidiaries for the quarter ended June 30fiscal year ending December 31, 2005 (the “Unaudited Balance Sheet”), (B) 2016 and the related unaudited statement consolidated statements of operations retained earnings and cash flows for each of the Business prepared by Westin PMC and Guarantor and their respective consolidated Subsidiaries for such fiscal year, setting forth for the quarter ended June 30consolidated Financial Statements only, 2005 (in each case in comparative form, the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q figures for the quarter ended June 30previous year, 2005, representing with the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet opinion thereon of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”)Deloitte & Touche LLP, and (Fb) consolidated (and, in the financial case of Guarantor only, consolidating) balance sheets and statements of income of their consolidated Subsidiaries for such monthly periods of each of PMC and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended Guarantor up until September 30, 2005. The Unaudited Balance Sheet 2016 and the Unaudited Income Statement, subject to certain quarter-end adjustments related consolidated statements of retained earnings and reclassifications of cash flows for each of PMC and represented in final form in the Guarantor and their respective consolidated Subsidiaries for such monthly periods. All such financial statements are complete and footnotes provided pursuant to clause (i)(C) above, present fairlycorrect and fairly present, in all material respects, the consolidated and consolidating financial condition of each of PMC and Guarantor and their respective Subsidiaries and the Business consolidated and consolidating results of their operations as at such dates and for such monthly periods, all in accordance with GAAP consistently applied subject to year-end adjustmentson a consistent basis. The Historical Balance Sheet and Historical FinancialsSince December 31, subject to certain year-end adjustments and reclassifications and represented in final form 2016, there has been no material adverse change in the statements and footnotes provided pursuant to clause (i)(F) aboveconsolidated business, present fairly, in all material respects, the operations or financial condition of PMC, Guarantor and their respective consolidated Subsidiaries taken as a whole from that set forth in said financial statements nor is PMC or Guarantor aware of any state of facts which (without notice or the Business as lapse of time) would or could result in any such dates in accordance with GAAP consistently appliedmaterial adverse change or could have a Material Adverse Effect. Neither SellerPMC nor Guarantor has, Parent nor on December 31, 2016 any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of their Affiliates makes any representation, warranty either PMC or covenant with respect Guarantor except as heretofore disclosed to the statements provided pursuant to clause (ii) aboveBuyer in writing.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of (Aa) the unaudited audited consolidated balance sheet sheets of the Business prepared by Westin for the quarter ended June 30Borrower and its consolidated Subsidiaries as of December 31, 2005 (the “Unaudited Balance Sheet”)2016 and December 31, (B) 2015 and the related unaudited statement audited consolidated statements of operations income, shareholders’ equity, and cash flows of the Business prepared Borrower and its consolidated Subsidiaries for each of the fiscal years of the Borrower then ended, in each case accompanied by Westin for the quarter ended report thereon of PricewaterhouseCoopers LLP and (b) the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of September 30, 2017, June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements 2017 and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December March 31, 2004 (the “Historical Balance Sheet”)2017, (E) and the related unaudited statement consolidated statements of operations income, shareholders’ equity and cash flows of the Business prepared by Westin Borrower and its consolidated Subsidiaries for each of the year fiscal quarters then ended December 31(clauses (a) and (b) collectively, 2004 (the “Historical FinancialsFinancial Statements”). All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and (F) fairly present in all material respects the financial statements and footnotes position of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet Borrower and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies its Subsidiaries as of the unaudited balance sheet respective dates indicated and related unaudited statement the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to the absence of footnotes and normal year-end audit adjustments, none of which shall be material. The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of the Business prepared by Westin pro forma consolidated balance sheet as of September 30, 2017 and the pro forma consolidated statements of operations for the month year ended September 30, 20052017, in each case of the Borrower and its Subsidiaries (such pro forma balance sheet and statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may be. The Unaudited Balance Sheet and Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Unaudited Income Statement, subject Borrower to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition be reasonable as of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition date of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovedelivery thereof.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct FFY has previously delivered to First Place -------------------- copies of (Aa) the unaudited consolidated balance sheet sheets of the Business prepared by Westin FFY and its Subsidiaries as of June 30 for the quarter fiscal years 1998 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1997 through 1999, inclusive, as reported in FFY's Annual Report on Form 10-K for the fiscal year ended June 30, 2005 1999 filed with the SEC under the Securities Exchange Act of 1934, as amended (the “Unaudited Balance Sheet”"Exchange Act"), in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to FFY, and (Bb) the unaudited consolidated balance sheets of FFY and its Subsidiaries as of March 31, 2000 and March 31, 1999 and the related unaudited statement consolidated statements of operations and income, cash flows of the Business prepared by Westin and changes in stockholders' equity for the quarter three and nine month periods then ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed as reported in Seller’s quarterly report FFY's Quarterly Report on Form 10-Q for the quarter period ended March 31, 2000 filed with the SEC under the Exchange Act. The June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited 1999 consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 FFY (the “Historical Balance Sheet”), (E) including the related unaudited statement notes, where applicable) fairly presents the consolidated financial position of operations FFY and cash flows its Subsidiaries as of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”)date thereof, and the other financial statements referred to in this Section 3.6 (Fincluding the related notes, where applicable) fairly present, and the financial statements and footnotes of referred to in Section 6.9 hereof will fairly present (subject, in the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies case of the unaudited balance sheet statements, to recurring audit adjustments normal in nature and related unaudited statement amount and the absence of footnotes), the results of the consolidated operations and cash flows consolidated financial position of FFY and its Subsidiaries for the respective fiscal periods or as of the Business prepared by Westin for respective dates therein set forth; each of such statements (including the month ended September 30related notes, 2005. The Unaudited Balance Sheet where applicable) comply, and the Unaudited Income Statement, subject financial statements referred to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlySection 6.9 hereof will comply, in all material respectsrespects 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 condition statements referred to in Section 6.9 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of the Business unaudited statements, as at such dates permitted by Form 10-Q. The books and records of FFY and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments any other applicable legal and reclassifications accounting requirements and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovereflect only actual transactions.

Financial Statements. (a) Set forth in on Schedule 4.06 attached hereto are 3.6(a) of the Stockholder Disclosure Schedule is (i) true and correct copies of (A) the unaudited balance sheet a copy of the Business prepared by Westin audited balance sheets as of December 31, 2008 and 2009 and audited statements of income and cash flows for the quarter years ended June 30December 31, 2005 2008 and 2009 of the Company, together with all related notes and schedules thereto (the items set forth in this clause (i), the “Unaudited Balance SheetAudited Financial Statements”), (Bii) the related unaudited statement carve-out combined audited balance sheet as of operations December 31, 2008 and 2009 and carve-out audited combined statements of income and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year years ended December 31, 2004 2007, 2008 and 2009 of the Companies, the Merchant Acquiring Business as conducted by Stockholder or its Affiliates prior to the consummation of the Reorganization Transactions, the TicketPop Business and the Foreign Equity Investments, together with all related notes and schedules thereto (the “Historical Balance Sheet”), items set forth in this clause (Eii) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Audited Carve-out Financials”), and (Fiii) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies a copy of the unaudited carve-out interim combined balance sheet and related unaudited statement statements of operations and cash flows income of the Companies, the Merchant Acquiring Business prepared as conducted by Westin Stockholder or its Affiliates prior to the consummation of the Reorganization Transactions, the TicketPop Business and the Foreign Equity Investments as of and for the month period ended September 30March 31, 2005. The 2010 (the items set forth in this clause (iii), the “Unaudited Balance Sheet Carve-out Financial Information”, together with the Audited Financial Statements and the Unaudited Income StatementAudited Carve-out Financials, subject to certain quarter-end adjustments and reclassifications and represented in final form the “Historical Financial Statements”). Except as described in the notes thereto and for the absence of statements of stockholders’ equity, the Historical Financial Statements have been specially prepared in accordance with the Company Books and footnotes provided pursuant to clause (i)(C) aboveRecords for purposes of this Agreement in accordance with GAAP consistently applied consistent with Stockholder’s past practices, present fairlyfairly present, in all material respects, the financial condition and results of operations and cash flows of the Business entities or business to which they relate as at such of the dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet thereof or the periods then ended and Historical Financials, subject to certain year-end include all adjustments and reclassifications and represented in final form in (consisting only of normal recurring accruals) that are necessary for a fair presentation of the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the combined financial condition of the Business entities or business to which they relate as of such dates in accordance with GAAP consistently appliedthe date thereof and the Audited Carve-out Financials, except as set forth on Schedule 3.6(a), meet the requirements of Regulation S-X and Regulation S-K under the Securities Act of 1933 and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act of 1933 on Form S-4. Neither SellerThere are no material off-balance sheet transactions, Parent nor any of their Affiliates makes any representationarrangements, warranty obligations or covenant with respect relationships attributable to the statements provided pursuant to clause Companies, other than those summarized on Schedule 3.6(b) of the Stockholder Disclosure Schedule. Stockholder maintains in all material respects adequate internal controls (ii) aboveas defined in Section 404 the Xxxxxxxx-Xxxxx Act of 2002).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct The Seller has made available to the Buyer copies of (Aa) the consolidated balance sheets of the Seller and its subsidiaries as of December 31 for the fiscal years 1995 and 1996, inclusive, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1995 and 1996, inclusive, as reported in the Seller's Annual Reports on Form 10-K for each of the two (2) fiscal years ended December 31, 1995 and December 31, 1996, which were filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Arthxx Xxxexxxx XXX, independent accountants for the Seller, and, with respect to the Seller's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, together with additional reports of KPMG Peat Marwick LLP and Wolf & Company, P.C., and (b) the unaudited consolidated balance sheet sheets of the Business prepared by Westin for the quarter ended June Seller and its subsidiaries as of September 30, 2005 (the “Unaudited Balance Sheet”)1997 and September 30, (B) 1996, the related unaudited statement consolidated statements of operations income and changes in stockholders' equity for the nine (9) months ended September 30, 1997 and September 30, 1996 and the related unaudited consolidated statements of cash flows of the Business prepared by Westin for the quarter nine (9) months ended June September 30, 2005 (1997 and September 30, 1996, all as reported in the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report 's Quarterly Report on Form 10-Q for the quarter nine (9) months ended June September 30, 2005, representing 1997 filed with the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) SEC under the unaudited balance sheet of the Business prepared by Westin for the year ended Exchange Act. The December 31, 2004 1996 consolidated balance sheet (the “Historical Balance Sheet”), "SELLER BALANCE SHEET") of the Seller (E) including the related unaudited statement notes, where applicable) and the other financial statements referred to herein (including the related notes, where applicable) fairly present, and the financial statements 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, the consolidated financial position and results of the consolidated operations and cash flows and changes in shareholders' equity of the Business prepared by Westin Seller and its subsidiaries for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes respective fiscal periods or as of the Business filed in Seller’s annual report on Form 10-K for respective dates therein set forth; and each of such statements (including the year ended December 31related notes, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (iiwhere applicable) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business has been prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject during the periods involved, except as otherwise set forth in the notes thereto (subject, in the case of unaudited interim statements, to normal year-end adjustments). The Historical Balance Sheet books and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition records of the Business as of such dates Seller and its subsidiaries have been, and are being, maintained in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveand applicable legal and regulatory requirements.

Financial Statements. Set forth As soon as available, and in Schedule 4.06 attached hereto are any event not less than five (i5) true and correct copies of (A) Business Days prior to the Closing, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheet of the Transferred Business prepared by Westin as of September 30, 2017 and the related unaudited consolidated statements of operations, for the quarter nine months ended June September 30, 2005 2017 (the “Transferred Business Nine-Month Unaudited Balance SheetFinancial Statements”). Not more than thirty days after the Closing, (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30Transferor shall deliver, 2005 (the “Unaudited Income Statement”)or cause to be delivered, (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited to Parent an audited consolidated balance sheet of the Transferred Business prepared as of September 30, 2017 and the related audited consolidated statements of operations, comprehensive income, cash flows and changes in parent company equity for the nine months ended September 30, 2017, including the notes thereto, in each case, audited by Westin Deloitte & Touche LLP (the “Transferred Business Nine-Month Audited Financial Statements”). As soon as practicable after Closing, but no later than January 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheet of the Transferred Business as of December 31, 2017 and the related unaudited consolidated statements of operations for the year ended December 31, 2004 2017 (the “Historical Balance SheetTransferred Business Year-End Unaudited Financial Statements” and together with the Transferred Business Nine-Month Unaudited Financial Statements, the “Transferred Business Unaudited Financial Statements”). As soon as practicable after Closing, (E) but no later than March 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an audited consolidated balance sheet of the Transferred Business as of December 31, 2017 and the related unaudited statement audited consolidated statements of operations and operations, comprehensive income, cash flows of the Business prepared by Westin and changes in parent company equity for the year ended December 31, 2004 2017, including the notes thereto, in each case, audited by Deloitte & Touche LLP (the “Historical FinancialsTransferred Business Year-End Audited Financial Statements” and, together with the Transferred Business Nine-Month Audited Financial Statements, the “Transferred Business Audited Financial Statements”). The Transferred Business Unaudited Financial Statements will have been prepared from the books and records of the Transferred Business, Transferor and the Purchased Entity in accordance with GAAP, consistently applied, except for (Fi) the financial statements and footnotes exceptions described in Section 5.13 of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, Transferor Disclosure Schedules and (ii) copies the absence of footnotes and taking into account that the unaudited balance sheet Transferred Business is part of Transferor’s ongoing business (and, therefore, include estimated allocations of corporate expenses, debt and related unaudited statement of operations income taxes, as applicable), and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition position of the Transferred Business as at such of the dates thereof and the results of its operations or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby. The Transferred Business Audited Financial Statements shall (i) contain an unqualified report from Deloitte & Touche LLP; (ii) comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect to Item 9.01(a)(2) of Form 8-K; (iii) be prepared from, and be in accordance with and accurately reflect the books and records of the Transferred Business; (iv) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (v) fairly present in all material respects the financial position of the Transferred Business as of the dates thereof and the results of operations and changes in cash flows, as the case may be, of the Transferred Business for the periods to which those statements relate, in each case in accordance with GAAP consistently applied subject during the periods involved (except in each case as may be noted therein). From and after the Closing, Parent and Issuer will make or cause to year-end adjustments. The Historical Balance Sheet be made available to Transferor and Historical Financials, subject to certain year-end adjustments its Representatives all information and reclassifications and represented in final form in assistance as is reasonably necessary for the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition preparation of the Transferred Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveAudited Financial Statements.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The Company has previously made available to Buyer copies of (i) true the consolidated balance sheets of Company and correct copies its Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Xxxxxx & Company, LLP, independent public accountants with respect to the Company, and (Aii) the unaudited balance sheet consolidated statements of financial condition of the Business prepared by Westin for the quarter ended Company and its Subsidiaries as of June 30, 2005 (the “Unaudited Balance Sheet”)1999 and June 30, (B) 1998 and the related unaudited statement consolidated statements of operations and cash flows of the Business prepared by Westin for the quarter six-month periods then ended as reported in the Company's Quarterly Report on Form 10-QSB for the period ended June 30, 2005 (1999 filed with the “Unaudited Income Statement”)SEC under the Exchange Act. The December 31, (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited 1998 consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 Company (the “Historical Balance Sheet”), (E) including the related unaudited statement of operations and cash flows notes, where applicable) fairly presents the consolidated financial position of the Business prepared by Westin for Company and its Subsidiaries as of the year ended December 31date thereof, 2004 and the other financial statements referred to in this Section 4.6 (including the “Historical Financials”related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), and (F) the financial statements and footnotes of to be filed with the Business filed SEC after the date hereof will fairly present (subject, in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies case of the unaudited balance sheet statements, to recurring audit adjustments normal in nature and related unaudited statement amount), the results of the consolidated operations and cash flows consolidated financial position of the Business prepared by Westin Company and its Subsidiaries for the month ended September 30respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, 2005. The Unaudited Balance Sheet where applicable) comply, and the Unaudited Income Statementfinancial statements to be filed with the SEC after the date hereof will comply, subject to certain quarter-end adjustments with applicable accounting requirements and reclassifications with the published rules and represented in final form in regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of statements to be filed with the Business as at such dates SEC after the date hereof will be, prepared in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financialsduring the periods involved, subject to certain year-end adjustments and reclassifications and represented in final form except as indicated in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlynotes thereto or, in all material respectsthe case of unaudited statements, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.permitted by Form 10-Q.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The JBG Parties have delivered to Vornado (i) true a copy of the audited consolidated balance sheets and correct copies the related consolidated statements of (A) operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of March 31, 2016 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the three months ended March 31, 2016 and 2015 (the “JBG Operating Partners Financial Statements”); (ii) a copy of the audited balance sheet of the Business prepared by Westin for the quarter ended June 30JBG/Xxxxxxxxx Retail Properties, 2005 (the “Unaudited Balance Sheet”), (B) LLC and the related unaudited statement statements of operations and comprehensive income, statements of changes in partners’ deficit and statements of cash flows as of the Business prepared by Westin and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year fiscal years ended December 31, 2004 2015 and 2014 (the “Historical Balance SheetJBG Retail Financial Statements”), ; and (Eiii) the related unaudited statement audited combined statements of revenues and expenses from real estate operations and cash flows of the Business prepared by Westin JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the year years ended December 31, 2004 2015, 2014 and 2013 and the unaudited combined statements of revenues and expenses from real estate operations of the JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the three months ended March 31, 2016 (the “Historical Financials3-14 Financial Statements” and together with the JBG Operating Partners Financial Statements and the JBG Retail Financial Statements, collectively, the “JBG Financial Statements”). The JBG Financial Statements (x) have been prepared from the books and records of the JBG Parties and their Subsidiaries (as applicable), (y) have been prepared in accordance with GAAP applied on a consistent basis during the periods 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), and (Fz) with respect to the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31JBG Operating Partners Financial Statements, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlyfairly present, in all material respects, the financial condition position and the results of operations of JBG Operating Partners and its Subsidiaries, with respect to the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical FinancialsJBG Retail Financial Statements, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlyfairly present, in all material respects, the financial condition position and the results of the Business as operations of such dates in accordance with GAAP consistently applied. Neither SellerJBG/Xxxxxxxxx Retail Properties, Parent nor any of their Affiliates makes any representation, warranty or covenant LLC and with respect to the statements provided pursuant 3-14 Financial Statements, fairly present, in all material respects, the revenues and expenses from the real estate operations presented therein as of the times and for the periods referred to clause therein (ii) abovesubject, in the case of unaudited quarterly financial statements, to normal year-end adjustments).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct copies There has been furnished to each of (A) the unaudited Lenders the consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30GWI and its Subsidiaries as of December 31, 2005 (the “Unaudited Balance Sheet”)2013, (B) the related unaudited statement and consolidated statements of operations income and cash flows of the Business prepared by Westin GWI and its Subsidiaries, in each case for the quarter ended June 30fiscal year then ended, 2005 audited by PricewaterhouseCoopers LLP (the “Unaudited Income StatementGWI Audited Financial Statements”). There has also been furnished to each of the Lenders the consolidated balance sheets for the Borrowers and their Restricted Subsidiaries and the consolidating balance sheets of the Borrowers and their Restricted Subsidiaries, in each case as of December 31, 2014, and the related consolidated statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, and the consolidating statements of income and cash flow for the Borrowers and their Restricted Subsidiaries for the fiscal quarters then ended, each setting forth in comparative form the figures for the previous fiscal year (C) the “GWI Unaudited Financial Statements” and, together with the GWI Audited Financial Statements, the “GWI Historical Financial Statements”). All such balance sheets, statements of income, cash flow statements and financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Dall financial statements delivered pursuant to §§9.4(a) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (Fb) the financial statements have been prepared in accordance with GAAP and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, the financial condition of the Business Borrowers and their Restricted Subsidiaries as at such the close of business on the dates in accordance with GAAP consistently applied subject to year-end adjustmentsthereof and the results of operations for the fiscal year or other period then ended. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition There are no contingent liabilities of the Business Borrowers or their Restricted Subsidiaries as of such dates in accordance with GAAP consistently applied. Neither Sellerinvolving material amounts, Parent nor to the knowledge of the officers of any of their Affiliates makes any representationthe Borrowers, warranty or covenant with respect to which were not disclosed in such balance sheet and statements and the statements provided pursuant to clause (ii) abovenotes related thereto.

Financial Statements. Set forth in Schedule 4.06 attached hereto are True and complete copies of (i) true the audited balance sheets and correct copies the related statements of (A) the unaudited balance sheet income and expenses, members’ equity, and cash flows of MMG for each of the Business prepared two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by Westin for the quarter ended June 30, 2005 reports thereon of MMG’s accountants (the “Unaudited Balance SheetMMG Audited Financial Statements”), ; (Bii) the audited consolidated balance sheet and the related unaudited statement consolidated statements of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared by Westin for the quarter quarterly period ended June September 30, 2005 2011; (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Diii) the unaudited consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) and the related unaudited consolidated statement of operations income and expenses, stockholders’ equity, and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month quarterly period ended September 30, 20052012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the MMG Audited Financial Statements, the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to Parent. The Unaudited Balance Sheet Transferor Financial Statements (A) were prepared in accordance with the books of account and other financial records of the Unaudited Income StatementTransferors, subject to certain quarter-end (B) present fairly the consolidated financial condition and results of operations of the Transferors as of the dates thereof or for the periods covered thereby, (C) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Transferors, except that the Transferor Financial Statements may not contain all footnotes required by GAAP and (D) include all adjustments and reclassifications and represented in final form in (consisting only of normal recurring accruals) that are necessary for a fair presentation of the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet Transferors and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition results of the Business operations of the Transferors as of such the dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty thereof or covenant with respect to for the statements provided pursuant to clause (ii) aboveperiods covered thereby.

Financial Statements. Set forth in Schedule 4.06 attached hereto (a) Attached as Section 3.6(a) of the Vornado Disclosure Letter are (i) true and correct copies of (A) the following: balance sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Vornado Included Assets on an aggregate basis, each unaudited and with any footnotes in draft format only, as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of June 30, 2016 and the Business prepared by Westin related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the quarter six months ended June 30, 2005 2016 and 2015, each unaudited and with any footnotes in draft format only (collectively, the “Unaudited Balance SheetNewco Financial Statements”). The Newco Financial Statements were derived from the books and records of the Vornado Parties and their Subsidiaries and were prepared in accordance with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Newco Financial Statements (including footnotes) are audited and filed in connection with the Form 10 (in such form, the “Newco Audited Financial Statements”), (B) they will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements), subject in the related case of unaudited statement combined financial statements, to normal year-end adjustments, as at the dates and for the periods presented, and present fairly in all material respects the financial position, results of operations and cash flows of the Business prepared by Westin Vornado Included Assets as at the dates and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005periods presented. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, Newco Financial Statements present fairly, in all material respects, the combined financial condition position and the combined results of operations of the Business Vornado Included Entities (taken as at such a whole and assuming none of them had been designated as Kickout Interests), as of the respective dates thereof or the periods then ended, in each case except as may be noted therein (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveSEC requirements).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true FormMaker has delivered to Image Sciences -------------------- correct and correct complete copies of (A) unaudited monthly financial statements for FormMaker consisting of a balance sheet as of the unaudited end of each month from January 1996 through November 30, 1996 and the related statements of income, changes to shareholders' equity and cash flows for the periods then ended. FormMaker has also delivered to Image Sciences correct and complete copies of financial statements consisting of a balance sheet of FormMaker as of December 31, 1993, 1994 and 1995 and the Business prepared by Westin related statements of income for the quarter ended June 30years then ended, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30two most recent years were audited by the firm of Coopers & Xxxxxxx LLP. All such unaudited and audited financial statements are referred to herein collectively as the "FormMaker Pre-Signing Financial Statements." The unaudited financial statements of FormMaker to be delivered in connection with the Registration Statements are referred to herein as the "FormMaker Post-Signing Financial Statements," and, 2005together with the Pre-Signing Financial Statements, representing as the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter"FormMaker Financial Statements." The FormMaker Pre-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”)Signing Financial Statements are, and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10FormMaker Post-K for the year ended December 31Signing Financial Statements will be, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, consistent in all material respectsrespects with the books and records of FormMaker, and there have not been and will not be any material transactions that have not been or will not be recorded in the financial condition of the Business as at accounting records underlying such dates in accordance with GAAP consistently applied subject to year-end adjustmentsFinancial Statements. The Historical Balance Sheet FormMaker Pre-Signing Financial Statements have been, and Historical Financialsthe FormMaker Post-Signing Financial Statements will be, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates prepared in accordance with GAAP consistently applied, and the FormMaker Pre-Signing Financial Statements present, and the FormMaker Post- Signing Financial Statements will present, fairly the financial position and assets and liabilities of FormMaker as of the dates thereof, and the results of its operations for the periods then ended, subject to normal recurring year-end adjustments and the absence of notes in the case of unaudited Financial Statements. Neither SellerThe balance sheet of FormMaker as of November 30, Parent nor 1996 that is included in the Financial Statements is referred to herein as the "FormMaker Balance Sheet." FormMaker has also delivered to Image Sciences correct and complete copies of financial statements consisting of a balance sheet of MicroDynamics as of December 1993, 1994 and 1995 and the related statements of income for the years then ended and unaudited monthly financial statements for MicroDynamics consisting of a balance sheet as of the end of each month from January 1996 through November 30, 1996 and the related statements of income, changes to shareholders equity and cash flow for the periods then ended (the "MicroDynamics Financial Statements"). The MicroDynamics Financial Statements are consistent in all material respects with the books and records of MicroDynamics, and there have not been and will not be any of their Affiliates makes any representation, warranty or covenant with respect to material transaction that have not been recorded in the statements provided pursuant to clause (ii) aboveaccounting records underlying such MicroDynamics Financial Statements.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct copies of (A) The financial statements heretofore delivered to the unaudited balance sheet Lenders for each of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations Borrower's and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year Colonial Guild's fiscal years ended December 31, 2004 (the “Historical Balance Sheet”)1996, (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”)1997, and (F) the financial statements and footnotes for each of the Business filed in Seller’s annual report on Form 10-K for the year Borrower's and Colonial Guild's fiscal quarters ended December March 31, 2004, representing the Historical Balance Sheet June 30 and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement1997, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates have been prepared in accordance with GAAP consistently GAAP, applied subject to on a basis consistent, except as otherwise noted therein, with the Borrower's or Colonial Guild's, as the case may be, financial statements for the previous fiscal year-end adjustments. The Historical Balance Sheet Each of such annual and Historical Financialsquarterly financial statements fairly presents on a consolidated basis the financial position of the Borrower or Colonial Guild, as the case may be, as of the dates thereof, and the results of operations for the periods covered thereby, subject in the case of interim financial statements, to certain normal year-end adjustments and reclassifications omission of certain footnotes as permitted by the SEC. As of the Effective Date, the Borrower and represented its Subsidiaries, considered as a whole, and Colonial Guild and its Subsidiaries, considered as a whole, have no material contingent liabilities or material Debt required under GAAP to be disclosed in final form a consolidated balance sheet of the Borrower or Colonial Guild, as the case may be, that were not disclosed in the financial statements and footnotes provided pursuant referred to clause (i)(F) above, present fairly, in all material respects, this Section 5.9 or in the notes thereto or disclosed in writing to the Agent. The pro forma financial condition statements heretofore delivered to the Lenders for the Borrower as of the Business anticipated date of the Acquisition of Colonial Guild and its Subsidiaries have been prepared on a basis consistent, except as of such dates in accordance otherwise noted therein, with GAAP consistently applied. Neither Sellerthe Borrower's financial statements for the fiscal year ending December 31, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above1997.

Financial Statements. Set forth in Asymetrix has delivered to CSI and the -------------------- Principals as Schedule 4.06 attached hereto are 4.8 of the Asymetrix Schedule of Exceptions Asymetrix's ------------ (ia) true and correct copies of (A) the unaudited audited balance sheet as of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 1996 (the “Historical "Asymetrix 1996 Balance ---------------------- Sheet”), (E") the related unaudited and income statement and statement of operations and cash flows of the Business prepared by Westin for the year 12 month period ----- then ended December 31(collectively, 2004 (the “Historical Financials”"Asymetrix 1996 Financial Statements"), and (Fb) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited ----------------------------------- balance sheet and related unaudited statement as of operations and cash flows of the Business prepared by Westin for the month ended September 30, 20051997 (the "Asymetrix September 30 Balance ------------------------------ Sheet") and income statement for the nine month period then ended (collectively, ----- the "Asymetrix September Financial Statements") (the Asymetrix 1996 Financial ---------------------------------------- Statements and Asymetrix September Financial Statements are collectively referred to herein as the "Asymetrix Financial Statements"). The Unaudited Balance Sheet Asymetrix ------------------------------ Financial Statements (a) are in accordance with the books and the Unaudited Income Statementrecords of Asymetrix, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Cb) above, fairly present fairly, in all material respects, the financial condition of Asymetrix at the Business as at such dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied subject on a consistent basis, subject, in the case of the Asymetrix September Financial Statements, to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain normal recurring year-end adjustments and reclassifications the absence of any notes thereto. Asymetrix has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and represented in final form whether due or to become due, that is not reflected or reserved against or disclosed in the statements and footnotes provided pursuant to clause (i)(F) aboveAsymetrix Financial Statements, present fairly, in all material respects, except for those that may have been incurred after the financial condition date of the Business as Asymetrix Financial Statements in the ordinary course of such dates its business, consistent with past practice and that are not material in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty amount either individually or covenant with respect to the statements provided pursuant to clause (ii) abovecollectively.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Borrower has furnished to the Agent and each Lender each of the following financial statements: (i) true the audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 1996 and December 31, 1997, and the related consolidated statements of income, retained earnings and cash flow for the fiscal years then ended; (ii) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1998, and the related unaudited consolidated statements of income, retained earnings and cash flow for the fiscal quarter then ended (together with the financial statements referenced in the immediately proceeding clause (i), the "Historical Financial Statements"); (iii) a pro forma projected unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 1998 after giving effect to any Acquisition effected prior to the Effective Date but after December 31, 1997 (the "Pro Forma Financial Statements"); and (iv) pro forma projected consolidated financial statements reflecting the forecasted financial condition and results of operations of the Borrower and its Subsidiaries on a quarterly and an annual basis for the four-year period ending December 31, 2002 (the "Projected Financial Statements"). The Historical Financial Statements are complete and correct copies in all material respects and fairly present in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries as of and for the periods covered thereby. Since December 31, 1997, there has been no material adverse change in the business, property, assets, liabilities, condition (financial or otherwise), operations or results of operations of the Borrower and its Subsidiaries considered as a whole, and after giving effect to each Transaction each Loan Party will be Solvent. The Pro Forma Financial Statements fairly present the pro forma financial condition and results of operations of the Borrower and its Subsidiaries as of and for the periods covered thereby. The Projected Financial Statements are based on the assumptions set forth in the supporting schedules thereto and constitute, in the good faith judgment of the Borrower, reasonable estimations of future performance as of such date. With respect to any given Acquisition, and except as disclosed by the Borrower to the Agent and the Lenders in writing, the Borrower is not aware, and the Borrower has no reason to be aware, that any of the following statements are untrue: (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Acquisition Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlyFinancial Statements fairly present, in all material respects, the financial condition and results of operations of the Business Target as at of and for the -42- 48 periods covered thereby; and (B) the Combined Financial Statements, if any, delivered under Section 9.6. in connection with such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical FinancialsAcquisition, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlyfairly present, in all material respects, the financial condition and results of operations of the Business as of such dates in accordance with GAAP consistently applied. Neither SellerTarget and the Company, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to on a combined basis for the statements provided pursuant to clause (ii) aboveperiods covered thereby.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true The Company has provided to Buyer true, complete and correct copies of the audited consolidated financial statements of the Company and its Subsidiaries (Aconsisting of the audited consolidated balance sheets of the Company and its Subsidiaries and the related audited consolidated statements of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries) prepared in accordance with federal income tax basis of accounting as of and for the fiscal years ended March 31, 2004, 2005 and 2006 (collectively, the “Income Tax Basis Financial Statements”) and prepared in accordance with GAAP for the fiscal year ended March 31, 2006 (the “GAAP Financial Statements”), and the unaudited consolidated financial statements of the Company and its Subsidiaries (consisting of the unaudited consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) Company and its Subsidiaries and the related unaudited statement consolidated statements of operations operations, changes in stockholders’ equity and cash flows flow of the Business prepared by Westin Company and its Subsidiaries) as of and for the quarter ended June 30, 2005 nine (the “Unaudited Income Statement”), (C9) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year month period ended December 31, 2004 2006 prepared in accordance with federal income tax basis of accounting (the “Historical Balance SheetInterim Financial Statements”). Except as disclosed in Schedule 4.11, (E) the related unaudited statement GAAP Financial Statements have been prepared in accordance with GAAP and the Income Tax Basis Financial Statements have been prepared in accordance with federal income tax basis of operations and cash flows of the Business prepared by Westin for the year ended December 31accounting, 2004 (the “Historical Financials”)consistently applied, and (F) the all such financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition position of the Business Acquired Companies as at such of the dates indicated and the results of operations for the periods then ended. Except as disclosed in Schedule 4.11, the Interim Financial Statements have been prepared in accordance with GAAP the federal income tax basis of accounting, consistently applied subject to year-end adjustments. The Historical Balance Sheet applied, and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the consolidated financial condition position of the Business Acquired Companies as of such dates the date indicated and the results of operations for the period then ended, subject to (a) normal year end adjustments, and (b) the absence of disclosures normally made in accordance with GAAP consistently appliedfootnotes. Neither SellerThe balance sheet as of December 31, Parent nor any of their Affiliates makes any representation2006, warranty or covenant with respect which is included in the Interim Financial Statements is herein referred to as the statements provided pursuant to clause (ii) above“Acquisition Balance Sheet.”

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true and correct copies of (A) the unaudited The Company has prepared an audited consolidated balance sheet of the Business prepared by Westin for Company and the quarter Subsidiaries as of the end of the fiscal year ended June 30December 31, 2005 1997 (the “Unaudited "Audited Balance Sheet”), (B") and the related unaudited statement audited consolidated --------------------- statements of operations income, shareholders' equity and cash flows of the Business Company and the Subsidiaries for such fiscal year (the Audited Balance Sheet and such audited consolidated statements of income, shareholders' equity and cash flows are hereinafter referred to collectively as the "Audited Statements"), in each case, ------------------ audited by Ernst & Young L.L.P. in accordance with generally accepted auditing standards and accompanied by the related report of Ernst & Young L.L.P.. A true and complete copy of the Audited Statements has been delivered to Acquiror and is attached as an exhibit to, and constitutes an integral part of, the Company Disclosure Schedule. The Company has also prepared by Westin unaudited consolidated balance sheets of the Company and the Subsidiaries as of the last day of each month ending after January 1, 1998 and prior to December 1, 1998 (including the unaudited consolidated balance sheets to be furnished to Acquiror pursuant to Section 6.08, the "Unaudited Balance Sheets") and the unaudited consolidated ------------------------ statements of income of the Company and the Subsidiaries for the quarter one-month periods then ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet Sheets and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassificationssuch statements of income, (D) including the unaudited balance sheet consolidated statements of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject income to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided be furnished to Acquiror pursuant to clause (i)(C) aboveSection 6.08, present fairlyare hereinafter referred to collectively as the "Unaudited Statements" and, in all material respectstogether with the Audited Statements, as the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments-------------------- "Financial Statements"). The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.--------------------

Financial Statements. Set forth in Attached hereto as Section 4.8 of the Disclosure Schedule 4.06 attached hereto are (i) true and correct copies of (A) the unaudited audited combined balance sheet of the Business prepared by Westin for Companies and the quarter ended June 30Excluded Corporations as of December 31, 2005 (the “Unaudited Balance Sheet”), (B) 1995 and the related unaudited statement audited combined statements of operations and cash flows of the Business prepared by Westin for Companies and the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Excluded Corporations for the year ended December 31, 2004 1995 (the “Historical "Audited Financial Statements") and (ii) the unaudited pro forma combined balance sheet of the Companies as of the Pricing Date (which pro forma balance sheet reflects the closing to "Investments by Parents" of all Intercompany Balances existing as of the Pricing Date and assumes that all transactions described in Section 3.1(a) had occurred as of such date) (the "Pricing Date Balance Sheet”), (E") and the related unaudited statement pro forma combined statements of operations and cash flows of the Business prepared by Westin Companies for the year six-month period ended December 31the Pricing Date (which pro forma statements assume that all transactions described in Section 3.1(a) had occurred as of January 1, 2004 1996) (the “Historical Financials”"Unaudited Financial Statements"). The Audited Financial Statements have been prepared in accordance with GAAP and the Unaudited Financial Statements have been, and the Statement will be, prepared in accordance with GAAP (Fexcept that (i) the financial statements and footnotes of the Business filed intercompany accounts with affiliates have been included in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, "Investment by Parents" and (ii) copies the information does not constitute full disclosure required by GAAP), in each case as applied on a consistent basis during the periods indicated (except as otherwise stated in this Section 4.8 or as set forth in Section 4.8 of the unaudited balance sheet Disclosure Schedule), and related unaudited statement do and will fairly present (subject, in the case of the Unaudited Financial Statements, to audit adjustments) the combined financial position of the Companies and, in the case of the Audited Financial Statements, the Excluded Corporations as of the dates thereof and the combined results of their operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005periods then ended. The Unaudited Balance Sheet assets and liabilities and items of income and expense on the Audited Financial Statements and the Unaudited Income StatementFinancial Statements are, subject to certain quarter-end adjustments and reclassifications on the Statement will be, bona fide, and represented in final form in the statements and footnotes provided none were or will be acquired, earned or incurred pursuant to clause (i)(C) aboveany agreement or other transaction entered into, present fairlyamended, or terminated in all material respects, the financial condition anticipation of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause transactions contemplated by this Agreement (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant except with respect to the statements provided pursuant to clause (ii) abovetransactions contemplated by Section 3.1(a)(iii-v)).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The Company has delivered to Parent copies of (i) true and correct copies of (A) the unaudited audited consolidated balance sheet of the Business prepared by Westin Company as at December 31, 2004 and the related audited consolidated statement of income and of cash flows of the Company for the quarter ended June year then ended, (ii) the unaudited consolidated balance sheet of the Company as at September 30, 2005 (and the “Unaudited Balance Sheet”)related consolidated statements of income and cash flows of the Company for the nine month period then ended, (Biii) the audited consolidated balance sheets of Four Seasons Healthcare, Inc. ("Four Seasons") as at December 31, 2003 and 2002 and the related audited consolidated statements of income and of cash flows of Four Seasons for the years then ended, (iv) the audited consolidated balance sheets of Wiregrass Hospice, Inc. ("Wiregrass") as at December 31, 2003 and 2002 and the related audited consolidated statements of income and of cash flows of Wiregrass for the years then ended and (v) the audited consolidated balance sheets of Capital Health Management Group, Inc. ("CHMG") as at December 31, 2004, 2003 and 2002 and the related audited consolidated statements of income and of cash flows of CHMG for the years then ended (such audited and unaudited statement statements, including the related notes and schedules thereto, are referred to herein as the "Financial Statements"). Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP consistently applied (except with respect to the unaudited financial statements which lack footnotes and other presentation items and are subject to normal year-end audit adjustments) by the Company or such other entity without modification of the accounting principles used in the preparation thereof throughout the periods presented except as may be noted therein and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of the Business prepared by Westin Company or such other entity as at the dates and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited periods indicated therein. The consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended Company as at September 30, 2005. The Unaudited 2005 is referred to herein as the "Balance Sheet" and September 30, 2005 is referred to herein as the "Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveDate."

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) Holdings has previously Made Available to Boron accurate and complete copies of (a) (i) true and correct copies of (A) the unaudited Holdings’ audited consolidated balance sheet as of the Business prepared by Westin for the quarter ended June 30December 31, 2005 2013, 2012, and 2011 and (the “Unaudited Balance Sheet”), (Bii) the related unaudited statement audited consolidated statements of operations income, equity and cash flows for the fiscal years ended December 31, 2013, 2012 and 2011 ((i) and (ii), the “Silicon Audited Financial Statements”) and (b) (i) Holdings’ unaudited consolidated balance sheet as of September 30, 2014 and the related (ii) unaudited consolidated statements of income, equity and cash flows for the nine (9) months ended September 30, 2014 ((i) and (ii), the “Silicon Unaudited Financial Statements” and collectively with the Silicon Audited Financial Statements, the “Silicon Financial Statements”). The Silicon Financial Statements (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Holdings and its Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of Holdings and its Subsidiaries for the respective fiscal periods or as of the Business respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount) and (iii) have been prepared by Westin for in accordance with GAAP consistently applied during the quarter ended June 30periods involved, 2005 (except, in each case, as indicated in such statements or in the “notes thereto. The Silicon Unaudited Income Statement”)Financial Statements have been prepared in a manner consistent with the methodologies, (C) assumptions, policies and practices used in the financial statements and footnotes preparation of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Silicon Audited Financial Statements for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement 2013 or as of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”)2013, as applicable. The books and records of Holdings and its Subsidiaries have been, and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31are being, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, maintained in all material respects, the financial condition of the Business as at such dates respects in accordance with GAAP consistently applied subject to year-end adjustmentsand any other applicable legal and accounting requirements and reflect only actual transactions. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition As of the Business date hereof, Xxxx Xxxxx LLP has not resigned (or informed Holdings that it intends to resign) or been dismissed as independent public accountants of such dates Holdings as a result of or in accordance connection with GAAP consistently applied. Neither Sellerany disagreements with Holdings on a matter of accounting principles or practices, Parent nor any of their Affiliates makes any representation, warranty financial statement disclosure or covenant with respect to the statements provided pursuant to clause (ii) aboveauditing scope or procedure.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true The Administrative Agent and correct the Arrangers shall have received copies of (Ai)(A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30Audited Financial Statements, 2005 (the “Unaudited Balance Sheet”), and (B) the related unaudited statement audited annual Consolidated financial statements of operations the Borrower and its Subsidiaries for the fiscal years of the Borrower ended April 30, 2018 and April 30, 2019, including, for each such fiscal year of the Borrower, a balance sheet and statements of income, cash flows and stockholder’s equity (including, in each case, all footnotes to the foregoing, setting forth in comparative form the corresponding figures as of the Business prepared by Westin for end of, and for, the quarter ended June 30, 2005 (applicable preceding fiscal year of the “Unaudited Income Statement”Borrower), (Cii) the audited annual Consolidated financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q Closing Date Acquisition Target and its Subsidiaries for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet fiscal years of the Business prepared by Westin for the year Closing Date Acquisition Target ended December 31, 2004 2018 and December 31, 2019, to include in each case a balance sheet and statements of income, cash flows and shareholders’ equity (including all footnotes to the foregoing, all in reasonable detail and setting forth in comparative form the corresponding figures as of the end of, and for, the applicable preceding fiscal year of the Closing Date Acquisition Target), (iii) unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarters of the Borrower ended July 31, 2020 and October 31, 2020, to include in each case a balance sheet and statements of income and cash flows, all in reasonable detail and setting forth in comparative form the corresponding figures as of the end of, and for the corresponding period in, the applicable preceding fiscal year of the Borrower, (iv) unaudited Consolidated financial statements of the Closing Date Acquisition Target and its Subsidiaries for the fiscal quarters of the Closing Date Acquisition Target ended March 31, 2020, June 30, 2020 and September 30, 2020, to include in each case a balance sheet and statements of income and cash flows, all in reasonable detail and setting forth in comparative form the corresponding figures as of the end of, and for the corresponding period in, the applicable preceding fiscal year of the Closing Date Acquisition Target, and (v) pro forma financial statements of the Borrower and its Subsidiaries as of and for the twelve (12)-month period ended on October 31, 2020, to include a balance sheet and statements of income, cash flows and stockholders’ equity, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements) (the “Historical Balance SheetPro Forma Financial Statements”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) Shareholders have furnished to Buyer true and correct copies complete balance sheets of (A) the unaudited balance sheet CC and CCT as of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) 1996 and the related unaudited statement statements of operations and cash flows operations, each dated as of the Business prepared by Westin for the year ended December 31, 2004 1996, and similar financial statements for fiscal years 1994 to 1995 (the “Historical Financials”foregoing financial data shall be collectively referred to as the "Childs Financial Statements" and are attached hereto as EXHIBIT 3.3(d), and (F) the financial statements and footnotes ). The balance sheets dated as of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing 1996 (the Historical "Balance Sheet Date") make full and Historical Financials adjusted adequate provision for audit adjustments all direct and certain year-end adjustments indirect material obligations and liabilities (fixed or reclassificationscontingent) as of such date and CC and CCT have no direct or indirect material obligations or liabilities (fixed or contingent) not reflected or reserved against on such balance sheets. The Childs Financial Statements, taken as a whole, fairly and (ii) copies of accurately present the unaudited balance sheet financial position and related unaudited statement results of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairlyCC & CCT, in all material respects, as of the dates and for the periods indicated and have been prepared on a consistent basis. Shareholders have also furnished to Buyer CC and CCT's balance sheets as of May 31, 1997 and the related statements of operations for the period then ended (the "Childs May Financial Statements"). The Childs May Financial Statements are materially complete and correct, taken as a whole, fairly present the consolidated financial position and results of operations of CC and CCT in all material respects, as of the date and for the period indicated and have been prepared on a consistent basis. Except as disclosed in the Shareholders Disclosure Schedule, elsewhere herein or in the Childs May Financial Statements, there have been no material changes (other than in the ordinary course of business) in their said obligations and liabilities since May 31, 1997. Shareholders have furnished to Buyer the balance sheets of the Joint Venture Companies dated as of December 31, 1996, or the most recent fiscal year end and the related statements of operations for such Companies each dated as of December 31, 1996, or the most recent fiscal year end, including in the case of Pennsylvania the notes thereto, and similar financial statements for the Joint Venture Companies' fiscal years ended in 1994 to 1995 (the "JV Financial Statements"). The most recent balance sheets for each of said corporations make full and adequate provision for all direct and indirect material obligations and liabilities (fixed or contingent) as of their date and said corporations have no direct or indirect material obligation or liability (fixed or contingent) not reflected or reserved against on said balance sheets. The JV Financial Statements, taken as a whole, fairly and accurately present the financial condition position and results of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlyoperations of said corporations, in all material respects, the financial condition as of the Business as of such dates and periods indicated and have been prepared on a consistent basis, except for Pennsylvania, in which case, they were prepared in accordance with GAAP consistently appliedgenerally accepted accounting principles applied on a consistent basis. Neither SellerShareholders have also furnished Buyer the Joint Venture Companies' unaudited internally generated balance sheets as of May 31, Parent nor any 1997 and the Joint Venture Companies' unaudited internally generated related statements of their Affiliates makes any representationoperations for the period then ended (the "JV Companies May Financial Statements"). Subject to year end adjustments, warranty the JV Companies May Financial Statements are materially complete and correct, taken as a whole, fairly present the financial position and results of operations of each said corporations in all material respects, as of the date and for the period indicated and have been prepared on a consistent basis, except for Pennsylvania, in which case they were prepared in accordance with generally accepted accounting principles applied on a consistent basis. Except as disclosed in the Shareholders Disclosure Schedule, elsewhere herein or covenant with respect to in the statements provided pursuant to clause JV Companies May Financial Statements, there have been no material changes (iiother than in the ordinary course of business) abovein each said corporation's obligations and liabilities since December 31, 1996.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true True and correct complete copies of (A) Cortelco's audited balance sheets as of July 31, 2001, and July 31, 2000, its audited statements of income, stockholders' equity, and cash flow for the years ended July 31, 2001, and July 31, 2000, its unaudited balance sheet as of the Business prepared by Westin June 30, 2002, and its unaudited statements of income and cash flows for the quarter period ended June 30, 2005 2002 (collectively, the “Unaudited Balance Sheet”)"Cortelco Financial Statements") are set forth in Section 3.11-A of the Affiliated Company Disclosure Schedule. True and complete copies of CIDCO's audited balance sheet as of December 31, (B) the related unaudited statement 2001, its audited statements of operations income, stockholders' equity, and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”)2001, (E) the related its unaudited statement balance sheet as of operations June 30, 2002, and its unaudited statements of income and cash flows for the period ended June 30, 2002 (collectively, the "CIDCO Financial Statements") are set forth in Section 3.11-B of the Business prepared by Westin Affiliated Company Disclosure Schedule. True and complete copies of SLL's unaudited balance sheets as of December 31, 2001, and June 30, 2002, and its unaudited statements of income and cash flows for the year ended December 31, 2004 (the “Historical Financials”)2001, and the period ended June 30, 2002 (Fcollectively, the "SLL Financial Statements") the financial statements and footnotes are set forth in Section 3.11-C of the Business filed in Seller’s annual report on Form 10-K for Affiliated Company Disclosure Schedule. The Cortelco Financial Statements, the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassificationsCIDCO Financial Statements, and (ii) copies of the unaudited balance sheet SLL Financial Statements are referred to collectively herein as the "Affiliated Company Financial Statements." The Affiliated Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the respective periods covered thereby, and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition position of the Business Affiliated Company as at such of the respective dates thereof, and the results of operations, changes in accordance with GAAP consistently applied subject stockholders' equity, and cash flows of the Affiliated Company for the respective fiscal years and periods covered thereby. As of their respective dates, the Affiliated Company Financial Statements did not, or do not, as the case may be, contain any untrue statement of a material fact or omit to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject state a material fact required to certain year-end adjustments and reclassifications and represented in final form in be stated therein or necessary to make the statements and footnotes provided pursuant to clause (i)(F) above, present fairlymade therein, in all material respects, the financial condition light of the Business as of such dates circumstances in accordance with GAAP consistently applied. Neither Sellerwhich they were made, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovenot misleading.

Financial Statements. Set Section 2.7 of the Company --------------------- Disclosure Schedule sets forth in Schedule 4.06 attached hereto are (i) true and correct copies of (Ai) the unaudited consolidated balance sheet of the Business prepared by Westin Company and its Subsidiaries as of March 31, 2000 and the related consolidated statements of income, changes in owners' equity and cash flows for the quarter fiscal year ended June 30March 31, 2005 2000 (the “statements referred to in this sentence, the "Unaudited Company Financial Statements") and (ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2001 and the related consolidated statements of income, changes in owners' equity and cash flows for the fiscal year ended March 31, 2001, accompanied by the audit report of Deloitte & Touche LLP, independent public accountants with respect to the Company (the statements referred to in this sentence (including the balance sheets), the "Audited Company Financial Statements" and the balance sheet as of March 31, 2001, the "Audited Company Balance Sheet”"), . The Audited Company Balance Sheet (B) including the related unaudited statement notes thereto, where applicable) presents fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 2.7 (including the related notes thereto, where applicable) present fairly in all material respects the results of the Company's consolidated operations and cash flows for the fiscal periods therein set forth; each of the Business prepared by Westin for the quarter ended June 30, 2005 Audited Company Financial Statements (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) including the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (Fnotes thereto) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, Company Financial Statements comply in all material respectsrespects with GAAP with respect thereto (except, in the financial condition case of the Business Audited Financial Statements, as at such dates indicated in the related notes thereto, and except, in the case of the Unaudited Financial Statements, that there are no notes thereto); and each of the Audited Financial Statements and the Unaudited Company Financial Statements has been prepared in all material respects in accordance with GAAP consistently applied subject to year-end adjustmentsduring the periods involved and consistent with the books and records of the Company and its Subsidiaries (except, in the case of the Audited Financial Statements, as indicated in the related notes thereto, and except, in the case of the Unaudited Financial Statements, that there are no notes thereto). The Historical Except for (i) those liabilities that are fully reflected or reserved against on the Audited Company Balance Sheet or disclosed in the notes related thereto or (ii) those liabilities incurred in the ordinary course of business consistent with past practice since the date of the Audited Company Balance Sheet and Historical Financialswhich are not material, subject to certain year-end adjustments and reclassifications and represented in final form individually or in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respectsaggregate, the financial condition Company does not have any material liabilities or obligations of any nature, whether absolute, accrued, contingent or other and whether due or to become due, which are of a type that would be required to be shown on an audited balance sheet (or described in the Business as of such dates notes thereto) prepared in accordance with GAAP consistently appliedGAAP. Neither SellerNotwithstanding anything to the contrary in this Agreement, Parent nor no representation is made as to the amount of the accrual for liabilities under the EAP or the Amended and Restated EAP (which obligations shall have been assumed by the Members immediately prior to the Closing) on any of their Affiliates makes the financial statements of the Company, including any representation, warranty or covenant with respect to the financial statements provided delivered pursuant to clause (ii) aboveSection 5.22.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true and correct Complete copies of (A) the unaudited Company’s audited financial statements consisting of the balance sheet of the Business prepared by Westin Company and the Acquired Subsidiaries, on a consolidated basis, as at December 31 in each of the years 2015 and 2016 and the related statements of income and retained earnings, members’ equity and cash flow for the quarter years then ended June 30, 2005 (the “Unaudited Balance SheetAudited Financial Statements”), (B) the related unaudited statement of operations and cash flows unaudited, reviewed financial statements consisting of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin Company and the Acquired Subsidiaries as at June 30, 2017 and the related statements of income and retained earnings, members’ equity and cash flow for the year six-month period then ended December 31, 2004 (the “Historical Balance SheetInterim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”)) have been delivered to Buyer at least in final draft form, (E) with final Financial Statements to be provided to Buyer no more than 15 days after the related unaudited statement signing of operations and cash flows this Agreement. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Business prepared by Westin for the year ended December 31Interim Financial Statements, 2004 (the “Historical Financials”), to normal and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company and the Acquired Subsidiaries, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, respects the financial condition of the Business Company and the Acquired Subsidiaries as at such of the respective dates they were prepared and the results of the operations of the Company and the Acquired Subsidiaries for the periods indicated. The balance sheet of the Company and the Acquired Subsidiaries, on a consolidated basis, as of December 31, 2016 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company and the Acquired Subsidiaries, on a consolidated basis, as of June 30, 2017 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Company and the Acquired Subsidiaries maintain a standard system of accounting established and administered in accordance with GAAP consistently applied subject to yearGAAP. In the event the Closing shall not occur by September 30, 2017, Buyer shall have delivered Interim Financial Statements for the nine-end adjustments. The Historical month period ended September 30, 2017 and the Interim Balance Sheet and Historical Financialsshall be September 30, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above2017.

Financial Statements. Set forth in (a) Attached hereto as a part of Schedule 4.06 attached hereto 3.7 are true, correct and complete copies of (i) true SDI's audited financial statements (including balance sheets, income statements and correct copies statements of (Astockholders' equity and cash flows) the unaudited balance sheet of the Business prepared by Westin for the quarter years ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement as of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations 1994 and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, 1995 and (ii) copies Ohmicron's audited, consolidated financial statements (including balance sheets, income statements and statements of the unaudited balance sheet and related unaudited statement of operations stockholders' equity and cash flows of the Business prepared by Westin flows) for the month years ended as of September 30, 20051994 and 1995 (such audited financial statements of SDI and Ohmicron are hereinafter referred to collectively as the "SDI Financial Statements"). The Unaudited Balance Sheet SDI Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied the financial position of SDI and Ohmicron, as the case may be, as of the dates thereof and the results of its operations for the periods covered thereby, subject only to year-end adjustmentsthe matters described in the accountant's reports attached thereto. Also attached hereto as a part of Schedule 3.7 are true, correct and complete copies of (iii) SDI's unaudited, interim financial statements (including a balance sheet, income statements and statements of cash flows) for the three (3) month and six (6) month periods ended as of June 30, 1996, and (iv) Ohmicron's unaudited, consolidated interim financial statements (including a balance sheet, income statements and statements of cash flows) for the nine (9) month period ended as of June 30, 1996 (such unaudited financial statements of SDI and Ohmicron are hereinafter referred to collectively as the "SDI Interim Financial Statements"). The Historical Balance Sheet SDI Interim Financial Statements are in accordance with the books and Historical Financialsrecords of SDI or Ohmicron, subject to certain year-end adjustments as the case may be, were prepared in accordance with GAAP, except as set forth on Schedule 3.7(a), and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, fairly present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Sellerthe financial position of SDI and Ohmicron, Parent nor any as the case may be, as of the dates thereof and the results of their Affiliates makes any representationrespective operations for the periods covered thereby. Also attached hereto as a part of Schedule 3.7 is a true, warranty or covenant correct and complete copy of a proforma unaudited combined balance sheet of SDI and Ohmicron as of June 30, 1996 (the "SDI-Ohmicron Balance Sheet"), which is in accordance with respect to the statements provided pursuant to clause books and records of SDI and Ohmicron, as the case may be, was prepared in accordance with GAAP, except as set forth on Schedule 3.7(a), and fairly presents in accordance with GAAP the financial position of SDI (iias the surviving corporation of the Ohmicron Merger) aboveas of the date thereof.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i)Section 4.06(a) of the Disclosure Letter contains correct and complete copies of (i) true the unaudited financial statements of H&G as of December 31, 2019, consisting of the unaudited balance sheet and correct copies the related unaudited statement of income, equity and cash flows for the fiscal year ended on such date (Athe “H&G 2019 Financial Statements”) (ii) the audited consolidated financial statements of H&G, HW and Allied as of December 31, 2020, consisting of the audited consolidated balance sheet and the related audited consolidated statement of income, equity and cash flows for the fiscal year ended on such date, together with all related notes and schedules thereto, accompanied by the reports thereon of such Companies’ independent auditors (the “Audited Financial Statements”), and (iii) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June H&G as of April 30, 2005 2021 (the “Unaudited Latest H&G Balance Sheet”), (B) and the related unaudited statement statements of operations income, equity and cash flows for the four-month period then ended (collectively with the Latest H&G Balance Sheet, the “Most Recent H&G Financial Statements”, and together with the H&G 2019 Financial Statements and the Audited Financial Statements, collectively, the “H&G Financial Statements”). Each of the Business H&G 2019 Financial Statements and the Most Recent H&G Financial Statements have been prepared by Westin consistent with past practice of the Companies and fairly present the financial position and results of operations of H&G as of the respective dates and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed periods referred to in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statementsuch Financial Statements, subject to certain quarter-end adjustments and reclassifications and represented in final form the absence of footnote disclosures in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates Most Recent H&G Financial Statements. The Audited Financial Statements have been prepared in accordance with GAAP consistently applied subject and fairly present the financial position and results of operations of H&G, HW and Allied as of the date and for the period referred to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveAudited Financial Statements.

Financial Statements. Set forth The Company has delivered to the Acquiring Parties (a) audited consolidated balance sheets of the Company and its Subsidiaries as at December 31 in Schedule 4.06 attached hereto are each of the years 2003 and 2004 and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Ernst & Young, LLP, independent registered public accountants (icollectively, the “Audited Financial Statements”) true and correct copies of (Ab) the an unaudited consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30Company and its Subsidiaries as at December 31, 2005 (the “Year-End Unaudited Balance Sheet”), (B) the related and an unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited consolidated balance sheet of the Business prepared by Westin Company and its Subsidiaries as at February 28, 2006 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity, and cash flow for the year ended respective twelve month and the two month period then ended, including in each case the notes thereto (collectively, the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements fairly present, on a consolidated basis, the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Company and its Subsidiaries as at the respective dates of and for the periods referred to in the Financial Statements, all in accordance with GAAP applied on a consistent basis for the periods covered (except as set forth in the notes thereto), subject, in the case of the Interim Financial Statements, to normal recurring year-end adjustments (the effect of which will not reasonably be expected to be material) and the absence of notes (that, if presented, would not differ materially from those included in the December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited consolidated balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form included in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveAudited Financial Statements).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct Complete copies of the Company’s (Aa) audited consolidated financial statements consisting of the balance sheets of the Company as of December 31 in each of the years 2012, 2013 and 2014 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years then ended (the “Audited Financial Statements”), (b) unaudited consolidated financial statements consisting of the balance sheet of the Business prepared by Westin for the quarter ended June Company as of September 30, 2005 (the “Unaudited Balance Sheet”), (B) 2015 and the related unaudited statement consolidated statements of operations and cash flows of the Business prepared by Westin for the quarter nine-month period then ended June 30, 2005 (the “Unaudited Income StatementInterim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”), and (Cc) the unaudited pro forma financial statements and footnotes consisting of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended Company as of December 31, 2004 (the “Historical Balance Sheet”)2012, (E) 2013 and 2014 and as of September 30, 2015 and the related unaudited statement pro forma statements of operations and cash flows for each year and the interim period then ended consolidating the financial information of all of the Business prepared by Westin for Company Entities but excluding the year ended December 31, 2004 financial information of the Excluded Entities (the “Historical FinancialsPro Forma Financial Statements”)) are included in the Disclosure Schedules. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, and (F) subject, in the financial statements and footnotes case of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31Interim Financial Statements, 2004, representing the Historical Balance Sheet to normal and Historical Financials adjusted for audit adjustments and certain recurring year-end adjustments or reclassifications(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company and its Subsidiaries, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, respects the financial condition of the Business Company and the Subsidiaries as at such of the respective dates in accordance with GAAP consistently applied subject to year-end adjustmentsthey were prepared and the results of the operations of the Company and the Subsidiaries for the periods indicated. The Historical Balance Sheet and Historical FinancialsPro Forma Financial Statements have been prepared based on the applicable Financial Statements and, subject to certain year-end adjustments and reclassifications and represented in final form in except for the statements and footnotes provided pursuant to clause effects of income taxes, which have historically been recorded on the Company’s books on a consolidated basis (i)(F) aboveincluding the Excluded Entities), fairly present fairly, in all material respects, respects the financial condition of the Business Company and the Included Subsidiary, as of such their respective dates and the results of operations for the periods shown, subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes. The consolidated balance sheet of the Company as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a system of accounting established and administered in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveGAAP.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) The Acquired Companies have delivered to Buyer a true and correct copies complete copy of (A) the unaudited their audited balance sheet and statements of operations, change in stockholders’ equity (including the Business prepared by Westin related notes) and cash flow for each Acquired Company as of and for the quarter twelve months ended June 30December 31, 2003, December 31, 2004 and December 31, 2005 (the “Unaudited Balance SheetYear End Financial Statements”)) and a true and complete copy of the unaudited balance sheet, (B) the related unaudited statement of operations and cash flows change in stockholders’ equity (including the related notes) for each Acquired Company as of the Business prepared by Westin for the quarter five (5) months ended June 30May 31, 2005 2006 (the “Unaudited Income StatementInterim Financial Statements Date”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance SheetInterim Financial Statements,” and, along with the Year End Financial Statements, the “Financial Statements”); provided, however, that, for NTA, all such Financial Statements were unaudited. The Financial Statements (Ei) are in accordance with the related unaudited statement of operations books and cash flows records of the Business prepared by Westin for the year ended December 31Acquired Companies, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business have been prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject through the periods covered thereby and (iii) fairly and accurately present the assets, Liabilities (including all reserves) and financial position of the Acquired Companies as of the respective dates thereof and the results of operations for the period then ended (subject, in the case of the Interim Financial Statements, to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain immaterial year-end adjustments and reclassifications and represented in final form the fact that there are no notes thereto). The Year End Financial Statements for all of the Acquired Companies except NTA have been examined by Xxxx Xxxxx LLP, independent certified public accountants, whose report thereon is included with such Year End Financial Statements. Except as set forth in the statements Financial Statements, neither the Acquired Companies nor Marina Accessories, Inc., a Washington corporation, has any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth or reserved for in the Financial Statements or the notes thereto, which are not set forth or reserved for in the Financial Statements or the notes thereto. Nothing has come to the attention of Seller since such respective dates that would indicate that such Financial Statements are not true and footnotes provided pursuant to clause (i)(F) above, present fairly, correct in all material respects, the financial condition respects as of the Business date hereof. Except as set forth on Section 4.6 of such dates in accordance with GAAP consistently applied. Neither Sellerthe Disclosure Letter, Parent nor no Acquired Company is a guarantor or otherwise liable for any Liability or obligation (including indebtedness) of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveother Person.

Financial Statements. Set forth in Schedule 4.06 attached hereto are There have been furnished to each of the Lenders (ia) true and correct copies of (A) the unaudited a consolidated balance sheet of Zale xxx its Subsidiaries as at the Business prepared by Westin Balance Sheet Date, and a consolidated statement of income and consolidated statement of cash flow of Zale xxx its Subsidiaries for the quarter ended June 30fiscal year then ended, 2005 certified by Arthxx Andexxxx & Xo. and (the “Unaudited Balance Sheet”), (Bb) the related an unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited consolidated balance sheet of the Business prepared by Westin Zale and its Subsidiaries as at January 31, 1997, and an unaudited consolidated statement of income and consolidated statement of cash flow of Zale xxx its Subsidiaries for the year ended December 31period of two fiscal quarters then ended. Such balance sheets, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement statements of operations income and statements of cash flows of the Business flow have been prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), in accordance with generally accepted accounting principles and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respects, respects the financial condition of the Business Zale xxx its Subsidiaries as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of such dates in accordance with GAAP consistently applied subject unaudited consolidated balance sheet, unaudited consolidated statement of income and unaudited consolidated statement of cash flow, to year-end adjustments, and except that there are no notes to such financial statements. The Historical Balance Sheet and Historical Financials, subject There are no contingent liabilities that are likely to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition become fixed obligations of the Business Zale xx any of its Subsidiaries as of such dates in accordance with GAAP consistently applied. Neither Sellerinvolving material amounts, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect known to the statements provided pursuant to clause (ii) aboveSenior Officers of either of the Borrowers, which were not disclosed in such balance sheets and the notes related thereto.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) Copies of the (i) true audited combined financial statements of JCAP and correct copies Majestic consisting of (A) the unaudited combined balance sheet of JCAP and Majestic as of December 31, 2010 and the Business prepared by Westin related combined statement of operations, shareholder’s equity, and cash flows for the quarter year then ended June 30, 2005 (the “Unaudited Balance Sheet2010 Audited Year-end Financial Statements”), (Bii) audited combined financial statements of JCAP and Majestic consisting of the combined balance sheet of JCAP and Majestic as of December 31, 2011 and the related unaudited combined statement of operations operations, shareholder’s equity, and cash flows of the Business prepared by Westin for the quarter year then ended June 30, 2005 (the “Unaudited Income Statement2011 Audited Year-end Financial Statements”), (Ciii) the unaudited financial statements and footnotes consisting of the Business filed in Seller’s quarterly report on Form 10-Q balance sheet of FMT as of December 31, 2011 and the related statement of operations for the quarter year then ended (“2011 FMT Financial Statements”) and (iv) (A) unaudited combined financial statements consisting of the combined balance sheet of JCAP and Majestic as of June 30, 20052012 and the related combined statement of operations, representing shareholder’s equity, and cash flows for the Unaudited Balance Sheet six-month period then ended using the cost recovery method and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (DB) unaudited financial statements consisting of the unaudited balance sheet of FMT as of June 30, 2012 and the Business prepared by Westin related statement of operations for the six-month then ended (collectively, the “Interim Financial Statements” and together with the 2010 Audited Year-end Financial Statements, the 2011 Audited Year-end Financial Statements, and the 2011 FMT Financial Statements, the “Financial Statements”) are attached to Section 3.06(a) of the Disclosure Schedules. Copies of the (i) unaudited financial statements of JCAP and the subsidiaries of Majestic consisting of the balance sheets of JCAP and the subsidiaries of Majestic as of December 31, 2011, and the related statements of operations for the year then ended December 31, 2004 determined on the effective yield method (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials2011 Effective Yield Financial Statements”), and (Fii) the unaudited financial statements and footnotes consisting of the Business filed in Seller’s annual report on Form 10-K balance sheets of JCAP and the subsidiaries of Majestic as of June 30, 2012 and the related statements of operations for the year six-month period then ended December 31determined on the effective yield method (the “Interim Effective Yield Financial Statements” and together with the 2011 Effective Yield Financial Statements, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii“Effective Yield Financial Statements”) copies are attached to Section 3.06(a) of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005Disclosure Schedules. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates Financial Statements have been prepared in accordance with GAAP consistently applied subject on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to year-end adjustments. The Historical Balance Sheet normal and Historical Financials, subject to certain recurring year-end adjustments and reclassifications the absence of notes. The Effective Yield Financial Statements have been prepared in accordance with the methodology set forth on Section 3.06(a) of the Disclosure Schedules applied on a consistent basis throughout the periods involved. The Financial Statements have been prepared from, and represented are in final form in accordance with, the statements books and footnotes provided pursuant to clause (i)(F) aboverecords of JCAP and Majestic, fairly present fairly, in all material respectsrespects the combined financial condition, the operating results, changes in equity and cash flows of JCAP and Majestic, as of the respective dates they were prepared and the results of their operations for the periods indicated. The Effective Yield Financial Statements have been prepared from, and are in accordance with, the books and records of JCAP and the subsidiaries of Majestic, fairly present in all material respects the financial condition and the operating results of JCAP and the subsidiaries of Majestic, as of the Business respective dates they were prepared and the results of their operations for the periods indicated. The combined balance sheet of JCAP and Majestic as of such dates June 30, 2012 included in accordance with GAAP consistently applied. Neither Sellerthe Interim Financial Statements, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect is referred to herein as the statements provided pursuant to clause (ii) above.“Interim Balance Sheet” and the date thereof as the “

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Company has made available to Buyer (i) true and correct copies of (A) the unaudited consolidated balance sheet sheets of the Business prepared by Westin Company and its subsidiaries as of December 31, 2016, December 31, 2015, December 31, 2014 and December 31, 2013 and the related unaudited consolidated statements of operations of the Company and its subsidiaries for the quarter fiscal years ended June 30on December 31, 2005 2016, December 31, 2015, December 31, 2014 and December 31, 2013 (collectively, the “Unaudited Balance SheetYearly Financial Statements”), (Bii) the unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of each calendar month during the period beginning January 1, 2017 and ending September 30, 2017 and the related unaudited statement consolidated statements of operations and cash flows of the Business prepared by Westin Company and its subsidiaries for the quarter ended June 30each calendar month during such period (collectively, 2005 (the “Unaudited Income StatementCompany Monthly Financial Statements”), ) and (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Diii) the unaudited consolidated balance sheet sheets of Seller and its subsidiaries as of the Business prepared by Westin for end of each calendar month during the year ended December period beginning October 1, 2017 and ending July 31, 2004 (the “Historical Balance Sheet”), (E) 2018 and the related unaudited statement consolidated statements of operations of Seller and cash flows of the Business prepared by Westin its subsidiaries for the year ended December 31each calendar month during such period (collectively, 2004 (the “Historical FinancialsSeller Monthly Financial Statements” and, together with the Yearly Financial Statements and the Company Monthly Financial Statements, the “Financial Statements”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet Financial Statements (i) are complete and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, accurate in all material respects, (ii) were derived from and prepared in accordance with the financial condition underlying books, records and accounts of the Business as at such dates Company and its subsidiaries, (iii) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except that the Financial Statements do not contain footnotes that may be required by GAAP, and the Company Monthly Financial Statements and the Seller Monthly Financial Statements are subject to normal and recurring year-end adjustments. The Historical Balance Sheet ) and Historical Financials, subject to certain year-end adjustments (iv) fairly and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, accurately present fairly, in all material respectsrespects the assets, the Liabilities (including all reserves) and financial condition position of the Business Company and its subsidiaries as of such the dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any thereof and the results of their Affiliates makes any representation, warranty or covenant with respect to comprehensive income (loss) of the statements provided pursuant to clause (ii) aboveCompany and its subsidiaries for the periods then ended.

Financial Statements. Set forth in Schedule 4.06 attached hereto are Horizon has heretofore furnished to the Lenders (i) true and correct copies of (Aa)(i) the unaudited consolidated balance sheet of the Business prepared by Westin for the quarter ended June 30sheet, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and statement of cash flows of the Business prepared by Westin Horizon and its Consolidated Subsidiaries as of and for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the fiscal year ended December May 31, 2004 (1995, audited by and accompanied by the “Historical Balance Sheet”)opinion of Xxxxxx Xxxxxxxx LLP, (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassificationsindependent public accountants, and (ii) copies of the unaudited consolidated balance sheet and related unaudited sheet, statement of operations and statement of cash flows of Continental and its Consolidated Subsidiaries as of and for the fiscal year ended June 30, 1994, audited by and accompanied by the opinion of Ernst & Young LLP, independent public accountants, and (b) the unaudited consolidated balance sheet, statement of operations and statement of cash flows of Horizon and its Consolidated Subsidiaries as of July 31, 1995, certified by a financial officer of Horizon (the financial statements referred to in clauses (a) and (b) above, collectively, the "FINANCIAL STATEMENTS"). The Financial Statements present fairly in accordance with GAAP (subject, in the case of the unaudited Financial Statements, to normal, recurring year end audit adjustments) the consolidated financial position and the consolidated results of operations and consolidated cash flows of the Business prepared by Westin Borrowers and their Consolidated Subsidiaries as of such dates and for such periods. Such balance sheets and the month ended September 30notes thereto disclose all material liabilities, 2005actual or contingent, of the Borrowers and their Consolidated Subsidiaries as of the dates thereof. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates Financial Statements were prepared in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form on a consistent basis during the periods involved (except as may be indicated in the statements and footnotes provided pursuant to clause (i)(F) above, present fairlynotes thereto or, in all material respects, the financial condition case of the Business unaudited Financial Statements, as permitted by Form 10-Q of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveSEC).

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) Buyer has previously been furnished by the Company with true and complete copies of (i) true and correct copies of (A) the unaudited balance sheet audited consolidated financial statements, including the notes thereto, of the Business prepared by Westin Company for the quarter three years ended June July 31, 1998 (collectively, the "Audited Company Financial Statements") together with the reports on such statements of the Company's independent certified public accountants and (ii) management's unaudited consolidated financial statements for the Company for the nine months ended April 30, 2005 1999 (the “Unaudited Balance Sheet”"Interim Company Financial Statements"). The Audited Company Financial Statements present fairly, (B) in all material respects, the related unaudited statement consolidated financial position of the Company as of such dates and the results of operations and cash flows for such periods and have been prepared in accordance with GAAP. The Interim Company Financial Statements present fairly the consolidated financial position of the Business prepared by Westin for Company as of such date and the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement results of operations and cash flows for such period in accordance with GAAP applied on a consistent basis, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes required by GAAP. (b) Buyer has previously been furnished by the Business prepared by Westin Company with true and complete copies of (i) the audited consolidated financial statements, including the notes thereto, of Chroma for the year three years ended December 31, 2004 1998 (collectively, the “Historical Financials”)"Audited Chroma Financial Statements" and collectively with the Audited Company Financial Statements, and (Fthe "Audited Financial Statements") together with the financial reports on such statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, Chroma's independent certified public accountants and (ii) copies of the management's unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin consolidated financial statements for Chroma for the three month period ended September 30March 31, 20051999 (the "Interim Chroma Financial Statements" and collectively with the Interim Company Financial Statements, the "Interim Financial Statements"). The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, Audited Chroma Financial Statements present fairly, in all material respects, the financial condition position of the Business Chroma as at of such dates and the results of operations and cash flows for such periods in accordance with GAAP. The Interim Chroma Financial Statements present fairly the financial position of Chroma as of such date and the results of operations and cash flows for such period and have been prepared in accordance with GAAP consistently applied on a consistent basis, subject to changes resulting from normal year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end audit adjustments and reclassifications and represented in final form in the statements and absence of footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboverequired by GAAP.

Financial Statements. Set forth in on Schedule 4.06 attached hereto 5.7 are (i) true the audited balance sheets of the Power Systems Group of Seller as of September 30, 2005 and correct copies September 30, 2004 and the related audited statements of operations, cash flows and changes in Seller's invested equity and comprehensive income of the Power Systems Group of Seller for the three years ended September 30, 2005, (Aii) the unaudited balance sheet of the Business prepared by Westin for the quarter ended Power Systems Group of Seller as of June 30, 2005 2006 (the “Unaudited June 30 Balance Sheet”), (B) and the related unaudited statement statements of operations and cash flows of the Business prepared by Westin Power Systems Group of Seller for the quarter nine months ended June 30, 2005 2006 (the “Unaudited Income Statement”), (C) the financial statements referred to in clauses (i) and footnotes (ii) are referred to herein collectively as the “Financial Statements”) and (iii) unaudited pro forma adjustments to each of the Business filed in Seller’s quarterly report on Form 10-Q balance sheets and statements of operations (other than the statements of operations for the quarter year ended September 30, 2003 and for the nine months ended June 30, 2005) included in the Financial Statements that adjust for amounts thereon related to assets, representing liabilities and businesses being retained by Seller or any of its Affiliates (other than the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (DAcquired Companies) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet pursuant to this Agreement and related unaudited statement of operations revenues and cash flows of the Business prepared by Westin for the month ended September 30expenses, 2005other than corporate cost allocations. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, Financial Statements present fairly, in all material respects, the financial condition position, results of operations and cash flows of the Business Power Systems Group of Seller as at such of the dates set forth therein and for the periods covered thereby in accordance with GAAP consistently applied subject (subject, in the case of the financial statements as of and for the nine months ended June 30, 2006, to the absence of a statement of changes in Seller's invested equity and comprehensive income, the absence of footnotes and normal year-end adjustments). The Historical Balance Sheet September 30 Financial Statements and Historical Financials, subject any unaudited interim financial statements of the Power Systems Group of Seller referred to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Fx) aboveof Section 8.21(b) (collectively, the “Post-Signing Financial Statements”) will present fairly, in all material respects, the financial condition position, results of operations and cash flows of the Business Power Systems Group of Seller as of such the dates set forth therein and for the periods covered thereby in accordance with GAAP consistently applied. Neither Seller(subject, Parent nor in the case of any interim financial statements referred to in clause (x) of their Affiliates makes any representationSection 8.21(b), warranty or covenant with respect to the statements provided absence of a statement of changes in Seller's invested equity and comprehensive income, the absence of footnotes and normal year-end adjustments). The Financial Statements have been, and the Post-Signing Financial Statements will be, prepared from the books of account and financial records of Seller and its Affiliates. The financial information delivered pursuant to clause (ii) aboveSection 8.21 will be in a form such that, after giving effect to purchase accounting and other pro forma adjustments required to be made by Buyer, will be in all material respects appropriate for use in a filing with the Securities and Exchange Commission that requires compliance with Regulation S-X of the Securities Act of 1933, as amended. The Financial Statements and the Post-Signing Financial Statements do not purport to be financial statements of the Acquired Companies. In addition, the Financial Statements are not, and the Post-Signing Financial Statements will not be, necessarily indicative of the conditions that would have existed or the results of operations and cash flows if the Power Systems Group of Seller had been operated as an unaffiliated company.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) The Company has delivered to Buyer true and -------------------- correct copies of (Ai) the IED Unaudited Balance Sheet as of April 30, 2000 as set forth on Schedule 8.01(v) (the "Latest Balance Sheet"), and unaudited ---------------- statements of income, cash flow and stockholders' equity of IED for the three fiscal months ended on such date prepared by the Company and (ii) an unaudited balance sheet of the Business prepared by Westin IED as of December 31, 1998 and January 31, 2000, and unaudited statements of income, cash flow and stockholders' equity of IED for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year fiscal years ended December 31, 2004 (the “Historical Balance Sheet”)1997, (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 1998 and January 31, 2000 and the one month ended January 31, 1999 (all such balance sheets and statements, collectively, the “Historical Financials”"Financial Statements"), and (F) . Each of the Financial Statements presents fairly in all material respects the financial statements and footnotes position of IED, taken as a whole, as of its date or the Business filed in Seller’s annual report on Form 10-K results of operations of IED for the year ended December 31period then ended, 2004in conformity with GAAP consistently applied, representing subject to the Historical absence of footnotes. Other than as and to the extent disclosed or reserved against in the Latest Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments other than liabilities which shall be discharged pursuant to Section 2.15, the Inso Subs have no liabilities or reclassificationsobligations of any nature whatsoever (whether accrued, absolute, contingent, known, unknown, asserted, unasserted or otherwise, and whether due or to become due), except (i) liabilities and obligations incurred in the ordinary course of operating the IED business since the date of such Latest Balance Sheet, (ii) copies liabilities and obligations that are not required to be disclosed in accordance with GAAP and that either (x) are disclosed herein or in the schedules hereto or (y) in the aggregate, do not exceed fifty thousand dollars ($50,000) and (iii) liabilities and obligations that are not in default and are set forth in, or arising under, the leases and other Contracts listed on Schedule 8.01(f), 8.01(g) or 8.01(l) attached hereto ---------------- ------- ------- or that are not required to be listed therein to avoid a misrepresentation under this Agreement. All of the unaudited balance sheet books and related unaudited statement of operations and cash flows records of the Business prepared by Westin for the month ended September 30Inso Subs are true, 2005. The Unaudited Balance Sheet correct and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, complete in all material respects, have been maintained in accordance with good business practice and all Laws and other requirements applicable to IED's business and accurately reflect in all material respects the financial condition and results of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form operations set forth in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveFinancial Statements.

Financial Statements. Set forth in Schedule 4.06 attached (a) Attached hereto as Exhibit A are the following financial statements (collectively the "Financial Statements"): (i) true audited consolidated balance sheets and correct copies statements of (A) operations, shareholders' equity and cash flows, including the unaudited balance sheet notes thereto, as of the Business prepared by Westin and for the quarter ended June period from December 21, 1995 through September 30, 2005 (1996 and the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the fiscal year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The 1997 for SkateNation and its Subsidiaries; (ii) unaudited separate and combined balance sheets and statements of operation as of and for the fiscal year ended September 30, 1998 (the "Most Recent Year End") for SkateNation and its Subsidiaries (other than Recreational Management Services Corporation ("RMSC"), Recreational Management Services of New Jersey, Inc. ("RMS NJ") and Recreational Management Corporation ("RMC")) (the "Unaudited Balance Sheet Year End Financial Statements"); (iii) unaudited balance sheets and statements of income, changes in stockholders equity, and cash flows as of and for the Unaudited Income Statementfiscal years ended September 30, subject to certain quarter-end adjustments 1995, 1996 and reclassifications 1997 for RMSC, as of and represented in final form in for the fiscal year ended September 30, 1997 for RMS NJ and as of and for the fiscal years, ended July 31, 1996 and 1997 for RMC and (iv) unaudited balance sheets and statements of income at and for the twelve month period ended September 30, 1998 for each of RMSC and RMS NJ and at and for the fourteen month period ended September 30, 1998 for RMC (the statements described in items (iii) and footnotes provided pursuant to clause (i)(Civ) above, the "RMSC Unauditeds"). The Financial Statements (including the notes thereto) present fairly, fairly in all material respects, respects the financial condition position of the Business SkateNation and its Subsidiaries as at of such dates and the results of operations of SkateNation and its Subsidiaries for such periods in accordance conformity with GAAP consistently applied on a consistent basis throughout the periods covered thereby; provided, however, that the Unaudited Year End Financial Statements and the RMSC Unauditeds are subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain normal year-end adjustments and reclassifications lack footnotes and represented in final form in other presentation items and the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates RMSC Unauditeds have not been prepared in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveGAAP.

Financial Statements. Set forth As promptly as practicable (and in Schedule 4.06 attached hereto are any event no later than February 28, 2019), Seller shall cause to be prepared in accordance with GAAP (iapplied on a consistent basis) and Regulation S-X, and delivered to Buyer, true and correct complete copies of (A1) the unaudited audited combined carve out balance sheet sheets of the Business prepared by Westin for the quarter ended June 30Acquired Companies as of December 31, 2005 (the “Unaudited Balance Sheet”)2016 and December 31, (B) 2017, and the related unaudited statement audited combined carve out statements of operations and operations, cash flows and stockholder’s equity for each of the Business prepared by Westin for fiscal years in the quarter ended June 30, 2005 two (the “Unaudited Income Statement”), (C2) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year period ended December 31, 2004 2017, in each case, as adjusted to reflect the difference between the Acquired Companies and the Business (collectively, the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical FinancialsAudited Financial Statements”), and (F2) the financial statements and footnotes unaudited combined carve out balance sheets of the Acquired Companies as of the last day of, and the related unaudited combined carve out statements of operations for, the nine-month period ended September 30, 2018, in each case for this clause (2), as adjusted to reflect the difference between the Acquired Companies and the Business filed and which need not include footnotes. During the Interim Period, (a) Seller shall as promptly as practicable (and in Seller’s annual report any event within thirty (30) days following the last day of each month end and forty-five (45) days following each fiscal quarter end) cause to be prepared in accordance with GAAP (applied on Form 10-K a consistent basis, except as may be indicated in the notes thereto, if any), and delivered to Buyer, true and complete copies of (i) the unaudited combined carve out balance sheet of the Acquired Companies as of the last day of, and the related unaudited combined carve out statements of operations for, each month and for the corresponding prior-year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassificationsmonths, and (ii) copies the unaudited combined carve out balance sheet of the unaudited balance sheet Acquired Companies as of the last day of, and the related unaudited statement combined carve out statements of operations and operations, cash flows of the Business prepared by Westin and stockholders’ equity for, each fiscal quarter and for the month ended September corresponding prior-year fiscal quarters, in the case of each of clauses (i) and (ii), as adjusted to reflect the difference between the Acquired Companies and the Business; provided, that any such financial statements for any such fiscal quarter in 2019, and for the corresponding prior-year fiscal quarters, shall be prepared in compliance with Regulation S-X and reviewed by Seller’s independent auditors in accordance with Statement on Auditing Standards No. 100; and (b) as promptly as practicable (and in any event no later than April 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject 2019) cause to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates be prepared in accordance with GAAP consistently (applied subject on a consistent basis) and Regulation S-X, and delivered to yearBuyer, true and complete copies of the audited carve out combined balance sheet of the Acquired Companies as of December 31, 2018, and the related audited combined carve out statement of operations, cash flows and stockholder’s equity for the fiscal year ending December 31, 2018, in each case, as adjusted to reflect the difference between the Acquired Companies and the Business (the financial statements described in clause (1) of this Section 6.14, the quarterly financial statements described in clause (a) and the financial statements described in clause (b), collectively, the “Interim Financial Statements”). Notwithstanding anything to the contrary herein, (A) the Audited Financial Statements and Interim Financial Statements shall be prepared in a manner that meets the SEC filing requirements under Rule 3-end adjustments. The Historical Balance Sheet 05 of Regulation S-X if the SEC does not accept the Audited Financial Statements or Interim Financial Statements when filed on a “carve out” basis, and Historical Financials(B) if the Closing occurs prior to April 30, subject 2019, Seller shall cause the financial statements described in clause (b) that are required to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided be delivered pursuant to clause (i)(F) abovethe immediately preceding sentence to be prepared and delivered to Buyer following the Closing and on or prior to April 30, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above2019.

Financial Statements. Set forth in Schedule 4.06 attached hereto (a) Attached to Section 3.5(a) of the Seller’s Disclosure Letter are copies of the following: (i) true and correct copies of (A) the unaudited balance sheet sheets and statements of income of the FH Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement as of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations 2015 and cash flows of the Business prepared by Westin 2016 and for the year ended December 31years then ended, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassificationsrespectively, and (ii) copies of the unaudited balance sheet of the FH Business as of June 30, 2017 (the “Base Balance Sheet”) and related unaudited statement of operations and cash flows income of the FH Business prepared by Westin for the month six (6) months then ended September 30(together with the notes and schedules thereto, 2005if any, the “FH Business Financial Information”). The Unaudited Balance Sheet FH Business Financial Information (i) has been prepared in all material respects from the books and records of Seller and its Subsidiaries, (ii) has been prepared in accordance with the Unaudited Income StatementAccounting Principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto and normal year-end adjustments that are not material, individually or in the aggregate), and (iii) fairly presents in all material respects the financial condition and results of operations of the FH Business as currently conducted as of the dates, and for the periods, indicated thereon, subject to certain quarter-end adjustments the express assumptions described on the face of FH Business Financial Information or the Accounting Principles. The FH Business Financial Information is qualified by the fact that the FH Business has not operated as a separate “stand alone” entity within Seller and reclassifications and represented is subject to the assumptions described in final form in the statements and footnotes provided pursuant to clause (i)(Ciii) aboveof the foregoing sentence. The FH Business Financial Information attached to Section 3.5(a) of the Seller’s Disclosure Letter does not include any corporate-level allocated charges or credits and necessarily does not reflect the costs of providing corporate-level services. The Financial Statements, present fairlywhen prepared and furnished to Buyer, will be prepared in all material respects, respects from the financial condition books and records of the Business as at such dates Seller and its Subsidiaries in accordance with GAAP consistently applied subject on a consistent basis throughout the time periods covered thereby and, when prepared and furnished to year-end adjustments. The Historical Balance Sheet and Historical FinancialsBuyer, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, will fairly present fairly, in all material respects, respects the financial condition and results of operations of the FH Business as currently conducted as of such dates in accordance with GAAP consistently applied. Neither Sellerthe dates, Parent nor any of their Affiliates makes any representationand for the periods, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveindicated thereon.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct copies of (A) The audited consolidated financial statements of Compass for the fiscal year ended December 31, 2019, the unaudited balance sheet interim consolidated financial statements of the Business prepared by Westin Compass for the quarter ended June 30March 31, 2005 2020 and the unaudited pro forma consolidated financial statements of the Company (after taking into effect the “Unaudited Balance Sheet”)Merger) (including, in each case, the notes thereto) included in the SEC Reports comply in all material respects with GAAP and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and (B) true and complete copies of the consolidated audited financial statements of Compass and its Subsidiaries consisting of the balance sheets of the Company and its Subsidiaries as at December 31, 2017 and December 31, 2018 and the related statements of income and retained earnings, owners’ equity and cash flow for the years then ended including, in each case, the notes thereto, have been made available to the Purchaser (the financial statements referenced in the foregoing clauses (i) and (ii), the “Financial Statements”). The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved and include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the entities or business to which they relate as of the date thereof, subject, in the case of the unaudited statement interim consolidated financial statements of Compass for the quarter ended March 31, 2020, to normal year-end adjustments that will not, individually or in the aggregate, be material and the absence of notes, and fairly present in all material respects the financial position of Compass and its Subsidiaries taken as a whole, or the Company and its consolidated Subsidiaries taken as a whole, as applicable, as of and for the dates thereof and the results of operations and cash flows of the Business prepared by Westin for the quarter ended June 30periods then ended, 2005 (subject, in the “Unaudited Income Statement”)case of unaudited statements, (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30to normal, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end audit adjustments that will not, individually or reclassificationsin the aggregate, be material. The pro forma financial information and (ii) copies the related notes, if any, included in the SEC Reports have been properly compiled and prepared in accordance with the applicable requirements of the unaudited balance sheet Securities Act and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, fairly present fairly, in all material respectsrespects the information shown therein, and the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form assumptions used in the statements preparation thereof are reasonable and footnotes provided pursuant the adjustments used therein are appropriate to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect give effect to the statements provided pursuant transactions and circumstances referred to clause (ii) abovetherein.

Financial Statements. Set forth (a) Copies of the audited consolidated financial statements consisting of the balance sheet of Seller as at December 31 in each of the years 2016, 2017 and 2018 and the related consolidated statements of income and changes in shareholders’ equity and cash flows for the years then ended (the “Audited Financial Statements”) have been made available to Buyer, and unaudited financial statements of the Business consisting of a statement of the acquired assets and liabilities of the Business as at August 31, 2019 and the related statement of income for the eight-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been included as Schedule 4.06 attached hereto are 4.3. The Audited Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis and in accordance with historic past practices throughout the periods involved, (ii) are materially true and correct copies of (A) and fairly present in all material respects the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30consolidated financial position, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement results of operations and cash flows of Seller and its Subsidiaries as of the dates and for the periods indicated therein, and (iii) have been prepared from the books and records of Seller and its Subsidiaries. The Interim Financial Statements are carve out financial statements for the Business and are not consolidated and (i) except as outlined in Schedule 4.3, have been prepared by Westin for in accordance with GAAP applied on a consistent basis and in accordance with historic past practices throughout the quarter ended June 30period involved, 2005 (subject, to normal and recurring year-end adjustments and the “Unaudited Income Statement”)absence of notes, subject, to normal and recurring year-end adjustments and the absence of notes, (Cii) are true and correct and fairly present in all material respects the financial statements position and footnotes results of operations of the Business filed in Seller’s quarterly report on Form 10-Q for as of the quarter ended June 30dates and periods indicated, 2005and (iii) have been prepared from the books and records of Seller and the Purchased Subsidiaries. The balance sheet of the Seller as of December 31, representing 2018 is referred to herein as the Unaudited “Balance Sheet” and the date thereof as the “Balance Sheet Date”, and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December as of August 31, 2004 (2019 is referred to herein as the “Historical Interim Balance Sheet”), (E) ” and the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (date thereof as the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Interim Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveDate”.

Financial Statements. Set forth in Schedule 4.06 attached hereto are Shareholders have delivered to Purchaser the following (the "Financial Statements"): (i) true audited combined statements of financial position, results of operations, changes in stockholder's equity and correct copies cash flows as of (A) the unaudited balance sheet of the Business prepared by Westin and for the quarter years ended December 31, 1993, 1994 and 1995, for the Companies and Subsidiary for each of such years and (ii) unaudited combined statements of financial position, results of operations, changes in stockholder's equity and cash flows as of and for the six months ended June 30, 2005 1996, for the Companies and Subsidiary (the “Unaudited Balance Sheet”"Most Recent Financial Statements"). The Financial Statements (including the notes thereto) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved; provided, (B) however, that the related Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. The Financial Statements fairly present the financial position of the Companies and Subsidiary as of the respective dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended. Shareholders will provide to Purchaser unaudited statement combined statements of, results of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month nine months ended September 30, 20051995 and 1996, an unaudited combined statement of changes in stockholders' equity for the nine months ended September 30, 1996 and an unaudited combined balance sheet as of September 30, 1996 of the Companies and Subsidiary as soon as they become available but no later than November 15, 1996. The Unaudited Balance Sheet In addition to providing consolidated financial statements of the Companies and Subsidiary for the Unaudited Income StatementSeptember 30, subject 1996 periods, Shareholders will use reasonable efforts to certain quarter-end adjustments cooperate with and reclassifications and represented in final form assist the Purchaser in the preparation of such financial statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business Companies as at such dates may be necessary in accordance connection with GAAP consistently applied subject to yearpreparation of a report on Form 8-end adjustments. The Historical Balance Sheet and Historical FinancialsK (as promulgated under the Securities Exchange Act of 1934, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Fas amended) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant transaction contemplated hereby. None of the Companies or Subsidiary has any liabilities or obligations, accrued, absolute, contingent or otherwise, which are required, in accordance with generally accepted accounting principles consistently applied, to clause be set forth in the balance sheets included in the Financial Statements, other than those (iix) above.reflected, disclosed or reserved against in such balance sheets, (y) liabilities

Financial Statements. Set (a)Schedule 4.5 sets forth in Schedule 4.06 attached hereto are true and complete copies of (i) true the audited balance sheets of each of the Companies as of, and correct copies for the years ended, December 31, 2012 and 2011, together with the related audited statements of income, changes in owners’ equity, and * Portions of this exhibit (Aindicated by [omitted]) have been omitted pursuant to a request for confidential treatment and have been separately filed with the Securities and Exchange Commission. cash flow, in each case including notes thereto, for the periods then ended (the “Audited Company Financial Statements”), (ii) the audited balance sheet of Field Services as of, and for the year ended, December 31, 2012, together with the related audited statements of income, changes in owners’ equity, and cash flow, in each case including notes thereto, for the period then ended (the “Audited Field Services Financial Statements” and together with the Audited Company Financial Statements, the “Audited Financial Statements”), (iii) the unaudited balance sheets of each of the Companies as of, and for the nine (9) months ended September 30, 2013, together with the related unaudited statements of income, changes in owners’ equity, and cash flow for the period then ended (the “Unaudited Company Financial Statements”), and (iv) the unaudited balance sheet of the Business prepared by Westin Field Services as of, and for the quarter nine (9) months ended June September 30, 2005 2013, together with the related unaudited statements of income, changes in owners’ equity, and cash flow for the period then ended (the “Unaudited Balance Sheet”)Field Services Financial Statements” and together with the Unaudited Company Financial Statements, (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income StatementFinancial Statements.”), ) The Audited Financial Statements have been prepared in accordance with GAAP (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form except as otherwise stated in the statements footnotes or the audit opinions related thereto) and footnotes provided pursuant to clause (i)(C) above, present fairlyfairly in accordance with GAAP, in all material respects, the financial condition position and the results of operations of XxXxxx, Lavaca and Field Services as of, and for the Business as at periods ended on, such dates in accordance with GAAP consistently applied subject to applicable dates, except for normal year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied. Neither Seller, Parent nor any (except that such unaudited financial statements do not contain all footnotes required under GAAP) and on a basis and using principles consistent with the preparation of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveAudited Financial Statements.

Financial Statements. Set forth in Schedule 4.06 attached hereto are The Sellers have delivered the following -------------------- financial statements (the "Financial Statements") to the Buyer: (i) true the audited -------------------- consolidated balance sheets of the Company and correct copies its subsidiaries as of December 31, 1997, 1998, 1999 and 2000 (Athe "Audited Balance Sheets"), and the related ---------------------- consolidated statements of income, retained earnings and cash flows of the Company and its subsidiaries for the fiscal years then ended (together with the Audited Balance Sheets, collectively, the "Audited Financials"), (ii) the ------------------ unaudited balance sheet sheets of the Business prepared by Westin for the quarter ended June 30as of December 31, 2005 1997, 1998, 1999 and 2000 (the “"Unaudited Balance Sheet”Sheets"), (B) and the related unaudited statement statements ------------------------ of operations income, retained earnings and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes fiscal years of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter Company then ended June 30, 2005, representing (together with the Unaudited Balance Sheet Sheets, the "Unaudited Financials"), and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Diii) the unaudited balance sheet sheets of the Business prepared by Westin for the year ended December 31-------------------- as of September 30, 2004 2001 (the “Historical "September 30 Balance Sheet”)") and November 30, -------------------------- 2001 (Etogether, the "Interim Balance Sheets") and the related unaudited statement ---------------------- statements of operations income, retained earnings and cash flows of the Business prepared by Westin for the year fiscal years and nine (9) and eleven (11) month periods then ended December 31(together with the Interim Balance Sheets, 2004 (collectively, the “Historical "Interim Financials”"), and (F) the financial statements and footnotes . Each ------------------ of the Business filed Financial Statements are true and correct and have been prepared in Seller’s annual report on Form 10-K for the year ended December 31accordance with generally accepted accounting principles, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies consistently applied; each of the unaudited balance sheet Audited Balance Sheets fairly and related unaudited statement of operations and cash flows of accurately presents the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the consolidated financial condition of the Business Company and its subsidiaries as at such dates in accordance with GAAP consistently applied subject to year-end adjustments. The Historical Balance Sheet of its respective date; each of the statements of income, retained earnings and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form cash flows included in the statements Audited Financials fairly and footnotes provided pursuant to clause (i)(F) above, accurately present fairly, in all material respects, the consolidated results of operations of the Company and its subsidiaries for the periods covered thereby; each of the Unaudited Balance Sheets and the Interim Balance Sheets fairly and accurately presents the financial condition of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any the date thereof; and each of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveof income, related earnings and cash flows included in the Unaudited Financials and the Interim Financials fairly and accurately present the results of operations of the Business for the periods covered thereby.

Financial Statements. Set forth in Asymetrix has delivered to MSI and the -------------------- Principals as Schedule 4.06 attached hereto are 4.8 of the Asymetrix Schedule of Exceptions Asymetrix's ------------ (ia) true and correct copies of (A) the unaudited audited balance sheet as of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 1997 (the “Historical "Asymetrix 1997 Balance ---------------------- Sheet”), (E") the related unaudited and income statement and statement of operations and cash flows of the Business prepared by Westin for the year 12 month period ----- then ended December 31(collectively, 2004 (the “Historical Financials”"Asymetrix 1997 Financial Statements"), and (Fb) ----------------------------------- balance sheet as of March 31, 1998 (the financial statements "Asymetrix March 31 Balance Sheet") and footnotes -------------------------------- income statement for the three month period then ended (collectively, the "Asymetrix March Financial Statements") (the Asymetrix 1997 Financial Statements ------------------------------------- and Asymetrix March Financial Statements are collectively referred to herein as the "Asymetrix Financial Statements"). Asymetrix has also delivered to MSI and ------------------------------ to each of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies Principals a copy of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005Form S-1. The Unaudited Balance Sheet Asymetrix Financial Statements (a) are in accordance with the books and the Unaudited Income Statementrecords of Asymetrix, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Cb) above, fairly present fairly, in all material respects, the financial condition of Asymetrix at the Business as at such dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with GAAP consistently generally accepted accounting principles applied subject on a consistent basis, subject, in the case of the Asymetrix March Financial Statements, to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain normal recurring year-end adjustments and reclassifications the absence of any notes thereto. Asymetrix has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and represented in final form whether due or to become due, that is not reflected or reserved against or disclosed in the statements and footnotes provided pursuant to clause (i)(F) aboveAsymetrix Financial Statements, present fairly, in all material respects, except for those that may have been incurred after the financial condition date of the Business as Asymetrix Financial Statements in the ordinary course of such dates its business, consistent with past practice and that are not material in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty amount either individually or covenant with respect to the statements provided pursuant to clause (ii) abovecollectively.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) 5.7 sets out true and correct complete copies of (Aa) the unaudited audited combined balance sheet for the Companies as of the Business prepared by Westin for the quarter ended June twelve (12) months ending September 30, 2004 and September 30, 2005 (the “Unaudited Balance Sheet”together with unaudited supplementary combining statements for such periods), (Bb) the related unaudited statement audited combined statements of operations and income, cash flows of the Business prepared by Westin and shareholders’ equity for the quarter ended June Companies for the twelve (12) months ending September 30, 2003, September 30, 2004 and September 30, 2005 (the “Unaudited Income Statement”), (C) the financial together with unaudited supplementary combining statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”such periods), and (Fc) the unaudited combined balance sheet (the “Balance Sheet”) as of, and unaudited combined statements of income, cash flows and shareholders’ equity for the Companies for, the one (1) month ending October 31, 2005 (together with unaudited supplementary combining statements of income and shareholders’ equity for such period) (the “Balance Sheet Date”) (all such financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements (a) are (or when delivered will be) true, accurate, correct, and footnotes complete in all material respects and in accordance with the books and records of the Business filed Companies and (b) have been (or when delivered will be) prepared in Seller’s annual report accordance with GAAP, unless otherwise disclosed on Form 10-K Schedule 5.7, and fairly present (or when delivered will fairly present) in all material respects the financial condition and results of operations of the Companies and their business as of the respective dates thereof and for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments respective periods covered thereby. The Seller Financial Statements are (or when delivered will be) unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been (or when delivered will be) omitted. There are no additional entities or operations that are required by GAAP to be consolidated with the operations of the Companies. Other than normal year-end adjustments or reclassificationsto the interim financial statements (none of which are expected to be material), and (ii) copies all adjustments, consisting of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject normal recurring adjustments necessary to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, fairly in all material respects, respects the financial condition position and results of the Business as at operations have been included. The Purchased Companies do not have any liabilities or obligations of any nature (absolute, accrued, contingent, or otherwise) that are required to be disclosed on such dates financial statements in accordance with GAAP consistently applied subject to and are not either (a) reflected or adequately reserved against on the most recent year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form interim balance sheets in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, Seller Financial Statements or incurred in all material respects, the financial condition ordinary course of the Business as business of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect the Purchased Companies subsequent to the statements provided pursuant to clause date of the most recent balance sheet in the Seller Financial Statements or (iib) aboveset out on the disclosure schedules hereto or thereto.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (i) true and correct The Seller has made available to the Buyer copies of (Aa) the consolidated balance sheets of the Seller and its subsidiaries as of September 30 for the fiscal years 1993 through 1995, inclusive, and the related consolidated statements of income, changes in stockholders' equity and cash flows for such fiscal years 1993 through 1995, inclusive, as reported in the Seller's Annual Reports on Form 10-K for each of the three fiscal years ended September 30, 1993 through September 30, 1995 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent accountants for the Seller, (b) the unaudited consolidated balance sheet sheets of Seller and its subsidiaries as of June 30, 1996 and June 30, 1995, the Business prepared by Westin related unaudited consolidated statements of income and changes in stockholders' equity for the quarter nine months ended June 30, 2005 (the “Unaudited Balance Sheet”)1996 and June 30, (B) 1995 and the related unaudited statement consolidated statements of operations and cash flows of the Business prepared by Westin for the quarter nine months ended June 30, 2005 (the “Unaudited Income Statement”)1996 and June 30, (C) the financial statements and footnotes of the Business filed 1995, all as reported in Seller’s quarterly report 's Quarterly Report on Form 10-Q for the quarter ended June 30, 20051996 filed with the SEC under the Exchange Act, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (Dc) the unaudited consolidated balance sheet of Seller and its subsidiaries as of September 30, 1996, the related unaudited consolidated statements of income and changes in stockholders' equity for the fiscal year ended September 30, 1996 and the related unaudited consolidated statement of cash flows for the fiscal year ended September 30, 1996, all as prepared by management, but not yet certified by KPMG Peat Marwick LLP as of the date hereof. The September 30, 1995 consolidated balance sheet of the Business prepared by Westin for the year ended December 31, 2004 Seller (the “Historical "Seller Balance Sheet”), ") (E) including the related unaudited statement notes, where applicable) and the other financial statements referred to herein (including the related notes, where applicable) fairly present, and the financial statements to be included in any reports or statements (including reports on Forms 10-Q, 10-K and 8-K) to be filed by the Seller with the SEC after the date hereof will fairly present, the consolidated financial position and results of the consolidated operations and cash flows and changes in shareholders' equity of the Business prepared by Westin Seller and its subsidiaries for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes respective fiscal periods or as of the Business filed in Seller’s annual report on Form 10-K for respective dates therein set forth; and each of such statements (including the year ended December 31related notes, 2004, representing the Historical Balance Sheet where applicable) has been and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business will be prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject during the periods involved, except as otherwise set forth in the notes thereto (subject, in the case of unaudited interim statements, to normal year-end adjustments). The Historical Balance Sheet books and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition records of the Business as of such dates Seller and its subsidiaries have been, and are being, maintained in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveand applicable legal and regulatory requirements and reflect only actual transactions.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (a) The Borrower has heretofore furnished to the Lenders (i) true the consolidated statements of financial condition and correct copies related statements of income, comprehensive income, changes in stockholders’ equity and cash flows of BATSthe Borrower as of and for the fiscal yearyears ended December 31, 2012,2013, December 31, 2014 and December 31, 2015, audited by and accompanied by the opinion of KPMG LLP, independent public accountants, (Aii) the unaudited balance sheet condensed consolidated statements of the Business prepared by Westin for the quarter ended financial condition of BATSthe Borrower as of March 31, 2013, June 30, 2005 (2013 and September 30, 20132016 and the “Unaudited Balance Sheet”)related condensed consolidated statements of income and cash flows for the fiscal quartersquarter then ended, certified by a Financial Officer of BATS, (Biii) the consolidated statement of financial condition and related unaudited statements of operations, changes in members’ equity and cash flows of Direct Edge as of and for the fiscal year ended December 31, 2012, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent public accountants, and (iv) the consolidated statement of financial condition of Direct Edge as of March 31, 2013, June 30, 2013 and September 30, 2013, the related statements of income for the fiscal quarters then endedthe Borrower. Such financial statements fairly present the financial condition and results of operations and cash flows of, in the case of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed referred to in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, clauses (Di) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies above, BATS and its consolidated Subsidiaries, and in the case of the unaudited balance sheet financial statements referred to in clauses (iii) and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(Civ) above, present fairlyDirect Edge and its consolidated Subsidiaries, in each case the Borrower and its consolidated Subsidiaries as of such dates and for such periods. Such statements of financial condition and the notes thereto disclose all material respectsliabilities, direct or contingent, of, in the case of the financial condition statements referred to in clauses (i) and (ii) above, BATS and its consolidated Subsidiaries, and in the case of the Business financial statements referred to in clauses (iii) and (iv) above, Direct Edge and its consolidated Subsidiaries, in each case the Borrower and its consolidated Subsidiaries as at such of the dates thereof. Such financial statements were prepared in accordance with GAAP consistently applied subject GAAP, subject, in the case of unaudited financial statements, to year-end adjustments. The Historical Balance Sheet and Historical Financials, subject to certain year-end audit adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition absence of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) abovefootnotes.

Financial Statements. Set forth in Schedule 4.06 Seller has delivered to Buyer copies of the following financial statements of Seller, copies of which are attached hereto are as Schedule 2.3: (i) true the audited consolidated and correct copies consolidating financial statements of Seller and AMG as of December 31, 2005, and 2004, including the balance sheet and the related statements of operations, statements of changes in partners’ equity and statements of cash flows of Seller and AMG as of and for the years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein, (Aii) the unaudited balance sheet audited consolidated and consolidating financial statements of the Business prepared by Westin for the quarter ended June 30Seller and AMG as of December 31, 2005 2006 (the “Unaudited Balance Sheet Date”), including the balance sheet (the “Balance Sheet”)) and the related statement of operations, statement of changes in partners’ equity and statement of cash flows of Seller and AMG as of and for the fiscal year then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein, (Bthe audited financial statements referred to in clauses (i) and (ii) above, the “Audited Financial Statements”); and (iii) unaudited financial statements of Seller as of March 31, 2007, including the balance sheet and the related unaudited statement of operations and statement of cash flows of the Business prepared by Westin Seller as of and for the quarter three-month period then ended June 30(such financial statements, 2005 (the “March Financial Statements”; the March Financial Statements, together with the unaudited financial statements to be delivered by Seller pursuant to Section 4.9 below, the “Unaudited Income StatementFinancial Statements”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet Audited Financial Statements and the Unaudited Income StatementFinancial Statements, subject collectively, the “Financial Statements”). The Financial Statements referred to certain quarter-end adjustments in clauses (i)-(iii) above have been, and reclassifications and represented in final form in the statements and footnotes provided Financial Statements to be delivered pursuant to clause (i)(C) aboveSection 4.9 below will be, present fairly, in all material respects, the financial condition of the Business as at such dates prepared in accordance with GAAP consistently applied subject to year-(except, in the case of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustmentsadjustments (the effect of which will not, individually or in the aggregate, be significant)). The Historical Balance Sheet Financial Statements referred to in clauses (i)-(iii) fairly present, and Historical Financials, subject the Financial Statements to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided be delivered pursuant to clause (i)(F) above, present fairly, in all material respectsSection 4.9 will fairly present, the financial condition position of Seller and the results of operations and changes in financial position and cash flows as of the Business as of such dates and for the periods specified. The Financial Statements have been prepared in accordance with GAAP consistently applied. Neither the books and records of Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.

Financial Statements. Set forth in Schedule 4.06 attached hereto are (ia) true The Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of (Ax) (i) the unaudited audited consolidated balance sheet sheets of the Business prepared by Westin Borrower and its consolidated Subsidiaries for the quarter fiscal year ended June September 30, 2005 (the “Unaudited Balance Sheet”), (B) 2006 and the related unaudited statement audited consolidated statements of operations income, shareholders' equity, and cash flows of the Business prepared by Westin Borrower and its consolidated Subsidiaries for the quarter fiscal year of the Borrower then ended, accompanied by the report thereon of KPMG LLP, and (ii) the condensed consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal quarters ended December 31, 2006, March 30, 2007, and June 30, 2005 2007 and the related condensed consolidated statements of income and of cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal periods then ended, and (the “Unaudited Income Statement”), y) (Ci) the financial statements audited consolidated balance sheets of Doble and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q its consolidated Subsidiaries for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the fiscal year ended December 31, 2004 2006 and the related audited consolidated statements of income, shareholders' equity, and cash flows of Doble and its consolidated Subsidiaries for the fiscal year of Doble then ended, accompanied by the report thereon of Xxxxx Xxxxxxx LLP; and (ii) the “Historical Balance Sheet”condensed consolidated balance sheets of Doble and its consolidated Subsidiaries for the fiscal quarters ended March 30, 2007 and June 30, 2007 and the related condensed consolidated statements of income and of cash flows of Doble and its consolidated Subsidiaries for each of the fiscal periods then ended. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), (E) and fairly present the related unaudited statement financial position of the Borrower and its Subsidiaries, or Doble and its Subsidiaries, as the case may be, as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The Borrower and its Subsidiaries did not have, as of the Business prepared by Westin for date of the year ended December 31, 2004 (the “Historical Financials”)latest financial statements referred to above, and (F) will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements and footnotes of or the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005. The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates notes thereto in accordance with GAAP consistently applied subject and that in any such case is material in relation to year-end adjustments. The Historical Balance Sheet and Historical Financialsthe business, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) aboveoperations, present fairlyproperties, in all material respectsassets, the financial or other condition or prospects of the Business as of such dates in accordance with GAAP consistently applied. Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) aboveBorrower and its Subsidiaries.