Common use of Financial Statements; Material Liabilities Clause in Contracts

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust and its Subsidiaries in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Series 2017-A Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case each Purchaser of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Senior Financial Officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by Ernst & Young L.L.P. (or a replacement auditor following the giving of notice pursuant to Section 7.1(g)) and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company shall be deemed to have satisfied the delivery requirements of this Section 5.5 if it shall have timely filed and its Subsidiaries and made available the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure DocumentsCompany’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1996, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and changes in each investment and statement of cash flows for the six-month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1, and 6.2 hereof fairly ----------- --- present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in the Disclosure Documentsreflected on such financial statements.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of any Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, 5.5 (as may be amended in the case of the Initial Notes, and, connection with a Closing in the case of any Series of Shelf Notes, each of the following financial statements accordance with Section 4.1 hereunder) and as identified by a Responsible Officer principal financial officer of the Company, Company including (i) a consolidating and consolidated audited balance sheet of the Trust Parent Guarantor and its Subsidiaries as at September 30 in each of the three fiscal years of the Company Parent Guarantor most recently completed prior to the date as of Roanoke Gas Company Private Shelf Agreement which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of income, changes in cash flows and shareholders’ equity and cash flows of the Trust Parent Guarantor and its Subsidiaries for each such year year, all reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, L.L.P. and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust Series A Notes and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows and shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by KPMG LLP or any other nationally recognized independent registered public accounting firm and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and ), consolidated statements of income, changes in shareholders’ equity income and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, a consolidated statement of income for such quarterly period, and consolidated balance sheets, statements of income and cash flows for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents. Delivery within the time periods specified above of the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.5; provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K or Form 10-Q, as applicable, if it shall have timely made such document available on the Securities and Exchange Commission’s ▇▇▇▇▇ system, or its successor thereto.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the following financial statements of the Trust Company and its Subsidiaries listed on Schedule 5.5Subsidiaries, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at March 31 in each of the three fiscal years Fiscal Years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years Fiscal Years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year Fiscal Year, all reported on by PricewaterhouseCoopers LLP or another nationally recognized accounting firm and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period Fiscal Quarter (if any) most recently completed prior to such date and after the end of such fiscal year Fiscal Year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the CompanyFiscal Year. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Prior to the Execution Date, the Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a audited consolidated audited balance sheet of the Trust and its Subsidiaries in each of the three fiscal years sheets of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) January 3, 2010, December 28, 2008 and consolidated audited statements of incomeDecember 30, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) 2007, and the comparable quarterly period in the preceding fiscal year and related consolidated statements of income, changes in shareholdersstockholders’ equity and cash flows for the periods from fiscal years ended as of January 3, 2010, December 28, 2008 and December 30, 2007, and the beginning unaudited condensed consolidated balance sheet of the Company and its Subsidiaries for the fiscal years in which quarter ended April 4, 2010 and the related condensed consolidated statements of income and cash flows of the Company and its Subsidiaries for such quarterly periods are included to the end of such quarterly periods, prepared by the Companyquarter. All of such said financial statements and the financial statements delivered pursuant to Section 4.12 hereof (including in each case the related schedules and notes) fairly present present, and with respect to the financial statements delivered pursuant to Section 4.12, will fairly present, in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and Except for liabilities incurred in the ordinary course of business since January 3, 2010, the Company, its Material Subsidiaries and the Trust and its Subsidiaries Subsidiary Guarantors do not have any Material liabilities that that, as of the Execution Date, are not disclosed on the January 3, 2010 or the April 4, 2010 financial statements and required to be so disclosed, or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each Accepted Notes copies of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for in each case as audited by Ernst & Young LLP or such year other nationally recognized registered independent public accounting firm and (iib) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year end and consolidated statements of income, changes in shareholders’ equity income and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of and at the respective dates specified in such Schedule indicated therein and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto and except that the interim financial statements may not contain all GAAP notes to such financial statements (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidated audited balance sheet sheets of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 120 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholdersstockholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by independent public accountants of recognized national standing and (iib) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (period, if any) , most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholdersstockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to audits and normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each Accepted Notes copies of the following financial statements identified by a Responsible Senior Financial Officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries in as of the end of each of the two fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of operations and cash flows and a consolidated statement of stockholders’ equity of the Company and its Subsidiaries for each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released), all reported on by Deloitte and Touche LLP (or other independent public accountants of recognized national standing) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly fiscal period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly fiscal periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly fiscal period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity operations and cash flows and a consolidated statement of stockholders’ equity for the periods from the beginning of the fiscal years in which such quarterly fiscal periods are included to the end of such quarterly fiscal periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The adjustments and the absence of footnotes) and show all liabilities, direct and contingent, of the Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed required to be shown in the Disclosure Documentsaccordance with GAAP.

Financial Statements; Material Liabilities. The Company Guarantor has delivered to each Purchaser copies of the following financial statements statements, identified by a Senior Financial Officer: (a) consolidated balance sheets of the Trust Guarantor and its Subsidiaries listed on Schedule 5.5, in the case as of the Initial Notes, and, in the case of any Series of Shelf Notes, each last day of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust and its Subsidiaries fiscal year in each of the three fiscal years of the Company Guarantor most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 100 120 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Guarantor and its Subsidiaries for each such year year, all reported on by an independent certified public accounting firm of nationally recognized standing and (iib) a consolidated and consolidating balance sheet sheets of the Trust Guarantor and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the CompanyGuarantor. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Guarantor and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust Guarantor and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Senior Financial Officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company Company’s most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by Ernst & Young L.L.P. (or a replacement auditor following the giving of notice pursuant to Section 7.1(g)) and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company shall be deemed to have satisfied the delivery requirements of this Section 5.5 if it shall have timely filed and its Subsidiaries and made available the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure DocumentsCompany’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered to New York Life and each Purchaser copies of the following financial statements of the Trust Company and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, Subsidiaries: (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as of the last day of the fiscal year in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to New York Life or such Purchaser (other than fiscal years completed within 100 105 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows flows, of the Trust Company and its Subsidiaries for each such year year, all reported on by an independent certified public accounting firm of nationally or regionally recognized standing and (iib) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity interests and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the their respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except (a) as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments), and (b) as specifically disclosed in writing by the Company in its public filings with the SEC. The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust Series A Notes and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each Accepted Notes copies of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at June 30 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, cash flows and changes in shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by Deloitte & Touche LLP (or any other nationally recognized independent accounting firm selected by the Company’s audit committee or Board of Directors) and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and changes in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. (i) The Company Parent has heretofore delivered to each Purchaser copies Lenders (a) the audited combined balance sheets of the financial statements of the Trust Parent and its Subsidiaries listed on Schedule 5.5as at December 31, 1998, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited combined balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Parent and its Subsidiaries as at March 31, 1999, and the related statements of earnings and changes in each investment and statement of cash flows for the three-month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Parent and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) dates thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Parent and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith, and management of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules Parent believes them to be based on reasonable assumptions and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Parent and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Parent and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Parent and its Subsidiaries delivered to the Lenders pursuant to SECTION 6.1 and 6.2 hereof fairly present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and contingent, of the Parent and each of its Subsidiaries and that are required to be disclosed in accordance with GAAP. As of the Trust and its Subsidiaries do not have date of the latest of such financial statements, there were no (A) Guaranties, (B) liabilities for Taxes or (C) forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that, in the case of either clause (A), (B) or (C), are substantial in amount that are required to be reflected but that are not disclosed in the Disclosure Documentsreflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1995, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1996, and the related statements of earnings and changes in each investment and statement of cash flows for the six- month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1, 6.2 and 6.3 hereof fairly ----------- --- --- present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in the Disclosure Documentsreflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1996, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at March 31, 1997, and the related statements of earnings and changes in each investment and statement of cash flows for the three-month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Sections 6.2 and 6.3 hereof fairly present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in the Disclosure Documentsreflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1995, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1996, and the related statements of earnings and changes in each investment and statement of cash flows for the six-month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to SECTION 6.1, 6.2 and 6.3 hereof fairly present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in the Disclosure Documentsreflected on such financial statements.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1998, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at March 31, 1999, and the related statements of earnings and statement of cash flows for the three-month period then ended. Such financial statements were prepared in each conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Sections 6.3 and 6.4 hereof fairly ------------ --- present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in reflected on such financial statements or the Disclosure Documentsfootnotes thereto.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust TYG 2014 Notes and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each Accepted Notes copies of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidated audited the balance sheet sheets and schedules of investments of the Trust and its Subsidiaries Company as at November 30th in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, income and changes in shareholders’ equity net assets and cash flows of the Trust and its Subsidiaries Company for each such year year, all reported as of November 30th and (ii) a consolidated balance sheet sheets and schedules of investments of the Trust and its Subsidiaries Company as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, income and changes in shareholders’ equity net assets and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust and its Subsidiaries Company as of the respective dates specified in such Schedule thereof and the consolidated results of their its operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end year‑end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.. Tortoise Energy Infrastructure Corporation Note Purchase and Private Shelf Agreement

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholders’ equity and cash flows and stockholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies the Lenders the audited consolidated balance sheets of the financial Borrower as at December 31, 1997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the Trust twelve-month period then ended (the "Borrower's Audited Financial Statements"). The Borrower's Audited Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the Borrower and its Subsidiaries listed on Schedule 5.5a consolidated basis or as at the date thereof and the consolidated results of operations and cash flows for the period covered thereby. (ii) The Borrower has heretofore delivered to the Lenders the unaudited consolidated balance sheets of the Borrower as at March 31, 1998 and the related statements of earnings and changes in stockholders' equity and statement of cash flows for the three-month period then ended (the "Borrower's Unaudited Financial Statements"). The Borrower's Unaudited Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the case financial position of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) on a consolidated balance sheet of the Trust and its Subsidiaries basis as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of for such fiscal year quarter, subject to normal year-end adjustments. (other than quarterly periods completed within 60 days (or such shorter period iii) The Borrower has heretofore delivered the audited consolidated balance sheets of the European Touch Companies as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) at December 31, 1997 and the comparable quarterly period in the preceding fiscal year and consolidated related statements of income, earnings and changes in shareholders’ stockholders' equity and statement of cash flows for the twelve-month period then ended (the "European Touch Companies Audited Financial Statements"). The European Touch Companies Audited Financial Statements were prepared in conformity with GAAP and fair present, in all material respects, the financial position of the European Touch Companies and the consolidated results of operations and cash flows for the periods from period covered thereby. (iv) The Borrower has heretofore delivered to the beginning Lenders the unaudited combined balance sheets of the fiscal years European Touch Companies as at March 31, 1998 and the related statements of earnings and changes in which such quarterly periods are included to stockholders' equity and statement of cash flows for the three-month period then ended (the "European Touch Companies Unaudited Financial Statements"). The European Touch Companies Unaudited Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the European Touch Companies, as at the end of and for such quarterly periodsfiscal quarter, prepared subject to normal year-end adjustments. (v) The projected consolidated financial statements of the Borrower and its Subsidiaries (including the European Touch Companies) delivered to the Lenders prior to - 53 - 61 or on the Agreement Date are based on good faith estimates and assumptions made by the Company. All management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may significantly differ from the projected results. (vi) The consolidated financial statements (including in each case of the related schedules Borrower and notes) its Subsidiaries delivered to the Lenders pursuant to Section 6.1 and 6.2 hereof fairly present in all material respects the consolidated their respective financial position condition and their respective results of the Trust and its Subsidiaries operations as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have any Material liabilities Borrower that are not required to be disclosed in the Disclosure Documentsaccordance with GAAP.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders the audited balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at July 31, 1997, and the related statements of earnings and changes in shareholders' equity and statement of cash flows for the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following twelve-month period then ended. Such financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust and its Subsidiaries were prepared in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser conformity with GAAP (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been releasedset forth in the respective audit reports attached thereto) and consolidated audited statements of incomefairly present, changes in shareholders’ equity and cash flows all material respects, the financial position of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries delivered to the Lenders prior to or on the Agreement Date (taking into effect the Netcom Recapitalization) are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ in material respects from the beginning projected results. (iii) The financial statements of the fiscal years in which such quarterly periods are included Borrower and its Restricted Subsidiaries delivered to the end of such quarterly periodsLenders pursuant to SECTIONS 6.1, prepared by the Company. All of such financial statements (including in each case the related schedules 6.2 and notes) 6.3 hereof fairly present in all material respects the consolidated their respective financial position condition and their respective results of the Trust and its Subsidiaries operations as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (GAAP, subject, in with respect to the case of any interim financial statementsstatements delivered pursuant to SECTION 6.1 and 6.2 hereof, to normal year-end adjustments)adjustments and the absence of footnotes. The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Restricted Subsidiary of the Trust and its Subsidiaries do not have any Material liabilities Borrower that are not required to be disclosed in accordance with GAAP, subject, with respect to the Disclosure Documentsfinancial statements delivered pursuant to SECTION 6.1 and 6.2 hereof, the absence of footnotes and appropriate year-end adjustments.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1996, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and statement of cash flows for the six-month period then ended. Such financial statements were prepared in each conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end of such quarterly periods, Lenders prior to or on the Agreement Date were prepared by the Company. All of such in good faith (iii) The financial statements (including in each case of the related schedules Borrower and notes) its Subsidiaries delivered to the Lenders pursuant to Section 6.1, 6.2 and 6.3 hereof fairly present in all material respects the consolidated their respective financial position condition and their respective results of the Trust and its Subsidiaries operations as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in reflected on such financial statements or the Disclosure Documentsfootnotes thereto.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Senior Financial Officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by ▇▇▇▇▇ & ▇▇▇▇▇ L.L.P. (or a replacement auditor following the giving of notice pursuant to Section 7.1(g)) and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such Graybar Electric Company, Inc.Private Shelf Agreement date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and a consolidated statement of shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company shall be deemed to have satisfied the delivery requirements of this Section 5.5 if it shall have timely filed and its Subsidiaries and made available the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure DocumentsCompany’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser of any Accepted Notes copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, 5.5 (as may be amended in the case of the Initial Notes, and, connection with a Closing in the case of any Series of Shelf Notes, each of the following financial statements accordance with Section 4.1 hereunder) and as identified by a Responsible Officer principal financial officer of the Company, Company including (i) a consolidating and consolidated audited balance sheet of the Trust Parent Guarantor and its Subsidiaries as at September 30 in each of Roanoke Gas Company Private Shelf Agreement the three fiscal years of the Company Parent Guarantor most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of income, changes in cash flows and shareholders’ equity and cash flows of the Trust Parent Guarantor and its Subsidiaries for each such year year, all reported on by ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, L.L.P. and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1996, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and statement of cash flows for the six-month period then ended. Such financial statements were prepared in each conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1, 6.2 and 6.3 hereof fairly present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in reflected on such financial statements or the Disclosure Documentsfootnotes thereto.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered or otherwise made available to each Purchaser copies of the financial statements of the Trust 2010 Notes and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in cash flows and shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all reported on by PricewaterhouseCoopers, LLP and (iib) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in cash flows and shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. (a) The Company has Obligors have delivered to each Purchaser copies of the consolidated financial statements listed on Schedule 5.5 of (i) the Trust Parent Guarantor and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust and its Subsidiaries in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Gramercy and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the CompanySubsidiaries. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Parent Guarantor and its Subsidiaries or Gramercy and its Subsidiaries, as applicable, as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company Parent Guarantor and its Subsidiaries and the Trust Gramercy and its Subsidiaries Subsidiaries, as applicable, do not have any Material liabilities that are not disclosed in the Disclosure Documents. (b) The Parent Guarantor has delivered to each Purchaser the unaudited pro forma condensed consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at June 30, 2015 (including the notes thereto) and the unaudited pro forma condensed consolidated statements of operations for the six-month period then ended and the year ended December 31, 2014 (including the notes thereto). Such unaudited pro forma condensed financial statements present a good faith estimate of the pro forma consolidated financial position of the Parent Guarantor and its Subsidiaries as of such date, in each case after giving effect to the consummation of the Merger and the payment of fees and expenses related to the Merger.

Financial Statements; Material Liabilities. The Company has delivered to each Investor Group Representative and each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, statements: (ia) a consolidated audited Consolidated balance sheet of the Trust Company and its Subsidiaries in as of the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Investor Group Representative and such Purchaser (herein, the “delivery date”) (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such the delivery date for which audited financial statements have not been released) and consolidated audited Consolidated statements of income, changes in cash flows and shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year year, all audited by independent public accountants of recognized national standing and (iib) a consolidated Consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such the delivery date and after the end of such the most recent fiscal year for which financial statements have been delivered pursuant to clause (a) above (other than (1) quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such the delivery date for which financial statements have not been releasedreleased and (2) and for the comparable last quarterly period in any fiscal year, provided that, in the preceding case of this clause (2), the Company shall have delivered the Consolidated balance sheet for the third quarterly period in such fiscal year year) and consolidated Consolidated statements of income, changes in cash flows and, if then prepared by the Company, shareholders’ equity and cash flows for the periods from the beginning of the fiscal years year in which such quarterly periods are included to the end of such quarterly periods, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year and prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to AIG and each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 29, in 1998, and the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust and its Subsidiaries in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited related statements of income, earnings and changes in shareholders’ ' equity and statement of cash flows for the Fiscal Year then ended (the "Financial Statements"). The Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the period covered thereby. (ii) The projected financial statements of the Borrower and its Subsidiaries, delivered to the Lenders prior to or on the Agreement Date are based on good faith estimates and assumptions made by the management of the Borrower and believed to be reasonable at the time made, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the beginning projected results. (iii) The financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules Lenders pursuant to Section 6.1 and notes) 6.2 hereof fairly present in all material respects the consolidated their respective financial position condition and their respective results of the Trust and its Subsidiaries operations as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have any Material liabilities Borrower that are not required to be disclosed in the Disclosure Documentsaccordance with GAAP.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of Note the following financial statements identified by a Responsible Officer of the Company, statements: (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at the last date of its fiscal year in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity income and cash flows and a consolidated statement of shareholders' equity of the Trust Company and its Subsidiaries for each such year year, all reported on by Ernst & Young LLP (or such other nationally recognized accounting firm as may be reasonably acceptable to such Purchaser) and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity income and cash flows and a consolidated statement of shareholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the following financial statements of the Trust Company and its Subsidiaries listed on Schedule 5.5Subsidiaries, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as at March 31 in each of the three fiscal years Fiscal Years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years Fiscal Years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows of the Trust Company and its Subsidiaries for each such year Fiscal Year, all reported on by a nationally recognized accounting firm reasonably acceptable to such Purchaser and (ii) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period Fiscal Quarter (if any) most recently completed prior to such date and after the end of such fiscal year Fiscal Year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the CompanyFiscal Year. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. (i) The Company Borrower has heretofore delivered to each Purchaser copies Lenders (a) the audited consolidated balance sheets of the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5as at December 31, 1996, and the related statements of earnings and changes in investment and statement of cash flows for the case twelve-month period then ended, and (b) unaudited consolidated balance sheets of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, (i) a consolidated audited balance sheet of the Trust Borrower and its Subsidiaries as at June 30, 1997, and the related statements of earnings and statement of cash flows for the six-month period then ended. Such financial statements were prepared in each conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. (ii) The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lenders prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lenders prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. (iii) The financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 6.1, 6.2 and 6.3 hereof fairly ----------- --- --- present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed in reflected on such financial statements or the Disclosure Documentsfootnotes thereto.

Financial Statements; Material Liabilities. The Company Borrower has heretofore delivered to each Purchaser copies the Lender (a) the audited consolidated balance sheets of (1) the financial statements of the Trust Borrower and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, and (2) each of the following financial Peppertree Entities as at December 31, 1998, and the related statements identified by a Responsible Officer of earnings and changes in investment and statement of cash flows for the Companytwelve-month period then ended, and (ib) a unaudited consolidated audited balance sheet sheets of (1) the Trust Borrower and its Subsidiaries in and (2) each of the three fiscal years Peppertree Entities as at September 30, 1999, and the related statements of earnings and statement of cash flows for the nine-month period then ended. Such financial statements were prepared in conformity with GAAP (except for the absence of footnotes) and fairly present, in all material respects, the financial position of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity and cash flows of the Trust and its Subsidiaries for each such year and (ii) a consolidated balance sheet of the Trust Borrower and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) thereof and the comparable quarterly period in the preceding fiscal year and consolidated statements combined results of income, changes in shareholders’ equity operations and cash flows for the periods from the beginning period covered thereby. The projected financial statements of the fiscal years in which such quarterly periods are included Borrower and its Subsidiaries delivered to the end Lender prior to or on the Agreement Date were prepared in good faith and management of such quarterly periods, prepared by the Company. All of such financial statements Borrower believes them to be based on reasonable assumptions (including which assumptions have been included in each case the related schedules most recent projections furnished to the Lender prior to the Agreement Date) and notes) to fairly present in all material respects the consolidated projected financial position condition of the Trust Borrower and its Subsidiaries and the projected results of operations as of the dates and for the periods shown for the Borrower and its Subsidiaries, it being recognized by the Lender that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. The financial statements of the Borrower and its Subsidiaries delivered to the Lender (pursuant to Sections 6.3 and 6.4 hereof fairly present in all material respects their respective dates specified in such Schedule financial condition and the consolidated their respective results of their operations as of the dates and cash flows for the respective periods so specified and have been prepared shown, all in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subjectGAAP, in the case of any interim financial statements, subject to normal year-end adjustments). The Company latest of such financial statements reflects all material liabilities, direct and its Subsidiaries contingent, of the Borrower and each Subsidiary of the Trust and its Subsidiaries do not have Borrower that are required to be disclosed in accordance with GAAP. As of the date of the latest of such financial statements, there were no Guaranties, liabilities for Taxes, forward or long-term commitments or unrealized or anticipated losses from any Material liabilities unfavorable commitments that are substantial in amount that are required to be reflected but that are not disclosed reflected on such financial statements or the footnotes thereto. The Borrower has heretofore delivered to the Lender its unaudited pro forma consolidated balance sheet and related statement of income as of the end of and for the fourth fiscal quarter of 1999 and each fiscal quarter in 2000, prepared as if the Transactions had occurred on such date and during such period. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Disclosure Confidential Memorandum (which assumptions are believed by the Borrower on the date hereof and on the Agreement Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries and Affiliates as of such dates, assuming that the Transactions had actually occurred at such dates. Representations and Warranties in Transaction Documents. All representations and warranties set forth in the Transaction Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made), provided that to the extent the representations and warranties in the Transaction Documents are made by persons other than the Borrower, its Subsidiaries or Affiliates, then the representation and warranties so made by such persons shall be deemed to be true and correct in all material respects for purposes of this Section 4.1(k) unless the aggregate effect of all misrepresentations made by such other person in the Transaction Documents are such as would evidence a Material Adverse Effect. No Adverse Change. Since December 31, 1998, no event or circumstance has occurred or arisen which is reasonably likely to have a Material Adverse Effect.

Financial Statements; Material Liabilities. The Company has delivered to each Original Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case each Purchaser of any Series of Shelf Notes, each of Accepted Notes the following financial statements identified by a Responsible Officer principal financial officer of the Company, : (i) a consolidating and consolidated audited balance sheet sheets of the Trust Company and its consolidated Subsidiaries in as at the last day of each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 100 90 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidating and consolidated audited statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows of the Trust Company and its consolidated Subsidiaries for each such year year, all reported on by BDO ▇▇▇▇▇▇▇, LLP and (ii) a consolidating and consolidated balance sheet sheets of the Trust Company and its consolidated Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 45 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidating and consolidated statements of incomeoperations, changes in shareholderscash flows and stockholders’ equity and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the respective dates specified in such Schedule thereof and the consolidated results of their operations and cash flows for the respective periods so specified indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal normal, recurring, year-end adjustmentsaudit adjustments and the absence of GAAP notes thereto). The Company shall be deemed to satisfy the delivery requirements of this Section 5.5 if the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable, each prepared in accordance with the requirements therefor and its Subsidiaries filed with the Securities and the Trust and its Subsidiaries do not have any Material liabilities that Exchange Commission, are not disclosed in the Disclosure Documentsmade available on ▇▇▇▇▇.

Financial Statements; Material Liabilities. The Company has delivered to Prudential and each Purchaser copies of the following financial statements of the Trust Company and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements identified by a Responsible Officer of the Company, Subsidiaries: (ia) a consolidated audited balance sheet of the Trust Company and its Subsidiaries as of the last day of the fiscal year in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 100 105 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity and cash flows flows, of the Trust Company and its Subsidiaries for each such year year, all reported on by an independent certified public accounting firm of nationally or regionally recognized standing and (iib) a consolidated balance sheet of the Trust Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in income and cash flows and a consolidated statement of shareholders’ equity interests and cash flows for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Company and its Subsidiaries as of the their respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except (a) as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments), and (b) as specifically disclosed in writing by the Company in its public filings with the SEC. The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Financial Statements; Material Liabilities. The Company Issuer has delivered to Prudential and each Purchaser copies of the financial statements of the Trust and its Subsidiaries listed on Schedule 5.5, in the case of the Initial Notes, and, in the case of any Series of Shelf Notes, each of the following financial statements statements, identified by a Responsible Officer of the Company, Financial Officer: (ia) a consolidated audited balance sheet of the Trust Issuer and its Subsidiaries as of the last day of the fiscal year in each of the three fiscal years of the Company Issuer most recently completed prior to the date as of which this representation is made or repeated to Prudential or such Purchaser (other than fiscal years completed within 100 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which audited financial statements have not been released) and consolidated audited statements of income, changes in shareholders’ equity income and cash flows and a consolidated statement of shareholders’ or members’ equity, or partnership interests, as the case may be, of the Trust Issuer and its Subsidiaries for each such year year, all reported on by an independent certified public accounting firm of nationally recognized standing and (iib) a consolidated balance sheet of the Trust Issuer and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 50 days (or such shorter period as such financial statements are required to be delivered pursuant to Section 7.1) prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, changes in shareholders’ equity income and cash flows and a consolidated statement of shareholders’ or members’ equity, or partnership interests, as the case may be, for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the CompanyIssuer. All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Trust Issuer and its Subsidiaries as of the respective dates specified in such Schedule financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust Issuer and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.