Common use of Financial Statements; Projections Clause in Contracts

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a The audited consolidated and consolidating balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to Reporting Companies for the Administrative Agentmost recent Fiscal Year ended, and a the related consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries Reporting Companies as of the date thereof and the their results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereinsubject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Indebtedness Debts and other liabilities, direct or contingent, of the Parent and its Subsidiaries Reporting Companies as of the date thereofof such financial statements, including liabilities for all federal and other material Taxestaxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoDebt. (c) There The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the Administrative Agent (for distribution to each consolidated and consolidating pro forma financial condition of the Lenders) integrated multi-year projections Reporting Companies as of (x) Excess Availability such date and (y) the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheets sheet and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect Reporting Companies delivered pursuant to the transactions contemplated hereby. Such projections Section 7.1(j) were prepared in good faith and based on the basis of the assumptions that are believed in good faith to be reasonable stated therein, which assumptions were fair in light of the facts conditions existing at the time of delivery of such forecasts, and circumstances known on and as represented, at the time of delivery, Borrowers’ good faith estimate of the Closing Date (Reporting Companies’ future financial condition and performance; it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and may vary from actual results and that such variances may materially differ from the projections)be material.

Financial Statements; Projections. Each Arranger and the Lenders shall have received (a1) There has been furnished to the Administrative Agent Section 6.12(b) Statements (as defined in the Merger Agreement) for distribution to each of the LendersTarget’s 2006 fiscal year, (2) a unaudited consolidated balance sheet sheets and related statements of the Parent income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of December 31, 2023 in draft form, Target ended after the close of its most recent fiscal year for which is in form and substance satisfactory financial statements are provided pursuant to the Administrative Agentpreceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and a consolidated related statements of income or operationsof Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, cash flows and shareholders’ equity for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the Parent respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Year then endedYears ended after the Closing Date, which financial statements projections shall (ix) have been prepared in accordance with GAAP consistently applied throughout reflect the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the forecasted consolidated financial condition of the Parent Company and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated herebyby this Agreement and the related financing thereof and (y) be prepared and approved by Company. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being It is understood and agreed that such projections are as to future events and are not the unaudited financial statements required to be viewed as facts, delivered pursuant to this subsection 4.1D shall be subject to significant uncertainties the Restatement and contingenciesRelated Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, many of which are beyond control2000 through December 31, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)2006.

Financial Statements; Projections. (a) There The Company has been furnished delivered to the Administrative Agent (for distribution to each Investors the final but yet-to-be-signed draft of audited consolidated balance sheet, income statement and cash flow statement of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries WFOE as of at December 31, 2023 in draft form2004 and 2005, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year fiscal years then ended, ended (which financial statements have been prepared and audited and will be certified by a firm of independent certified public accountants of recognized international standing and reputation selected by the Company and acceptable to the Investors), as well as the unaudited consolidated balance sheet, income statement and cash flow statement of the WFOE as at and for the 3-month period ended March 31, 2006 (collectively, the “Financial Statements”). Such Financial Statements (i) are in accordance with the books and records of the applicable Group Company, (ii) are true, correct and complete and present fairly the financial condition of such Group Company at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (iii) have been prepared in accordance with GAAP consistently the International Financial Reporting Standards applied throughout the period covered therebyon a consistent basis (“IFRS”), except as otherwise expressly noted thereinto the unaudited consolidated financial statements, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended omission of notes thereto and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities Specifically, but not by way of limitation, the respective balance sheets of the Parent Financial Statements disclose all of the respective Group Company’s material debts, liabilities and obligations of any nature, whether due or any Subsidiary to become due, as of such date involving material amountstheir respective dates (including, known without limitation, absolute liabilities, accrued liabilities, and contingent liabilities) to the officers of the Parent or any Subsidiaryextent such debts, liabilities and obligations are required to be disclosed in accordance with IFRS. Each Group Company has good and marketable title to all assets set forth on the balance sheets of the respective Financial Statements, except for such balance sheet assets as have been spent, sold or transferred in the ordinary course of business since their respective dates. Except as disclosed in the Financial Statements, none of the Group Companies is a guarantor or indemnitor of any indebtedness of any other person or entity. Each Group Company maintains and the notes related thereto will continue to maintain a standard system of accounting established and administered in accordance with GAAP which were not disclosed generally accepted accounting principles as required in such balance sheet and the notes related theretojurisdiction where it is incorporated. (cb) There has been furnished The financial projections and business plan provided by the WFOE to the Administrative Agent (for distribution Investors prior to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been date hereof were reasonably prepared on a pro forma basis after giving effect reflecting management’s best estimates, assumptions and judgments, at the time provided to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith Investors, as to be reasonable in light the future financial performance of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)PRC Group.

Financial Statements; Projections. (a) There ARCap has been furnished delivered or otherwise made available to the Administrative Agent (for distribution to each Purchaser copies of the Lendersaudited consolidated balance sheets of ARCap as of December 31st for the fiscal years 2002 through 2005, inclusive, (the "Audited Balance Sheets") a and the related audited consolidated statements of operations and cash flows of ARCap for the fiscal years 2002 through 2005, inclusive, in each case accompanied by the audit report of Ernst & Young LLP (the "Audited Financial Statements"). (b) ARCap has delivered or otherwise made available to Purchaser copies of an unaudited consolidated balance sheet of ARCap as of March 31, 2006 (the Parent "Unaudited Balance Sheets") and its Subsidiaries the related unaudited consolidated statements of operations and cash flows of ARCap for the three (3) months then ended (the "Unaudited Financial Statements"). (c) ARCap has delivered or otherwise made available to Purchaser copies of the audited consolidated balance sheets of each Fund Reporting Entity as of December 31, 2023 in draft form2005 for all fiscal years since inception, which is in form inclusive, (the "Fund Reporting Entities Audited Balance Sheets") and substance satisfactory to the Administrative Agent, and a related audited consolidated statements of income or operations, operations and cash flows and shareholders’ equity of each such Fund Reporting Entity for all fiscal years since inception, inclusive, in each case accompanied by the audit report of Ernst & Young LLP (the "Fund Reporting Entities Audited Financial Statements"). (d) ARCap has delivered or otherwise made available to Purchaser copies of the Parent unaudited balance sheets of each Fund Reporting Entity as of March 31, 2006 (the "Fund Reporting Entities Unaudited Balance Sheets" and its Subsidiaries together with the Audited Balance Sheets, the Unaudited Balance Sheets and the Fund Reporting Entities Audited Balance Sheets, the "Balance Sheets") and the related unaudited statements of operations and cash flows of each such Fund Reporting Entity for the Fiscal Year three (3) months then endedended (the "Fund Reporting Entities Unaudited Financial Statements", which together with the Audited Financial Statements, the Unaudited Financial Statements, the Fund Reporting Entities Audited Financial Statements and the Balance Sheets, the "Financial Statements"). (e) As of the date hereof, ARESS has not issued any financial statements statement to any investor. (if) have been The Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as otherwise expressly noted thereindisclosed in the footnotes thereto) and present fairly, (ii) fairly present in all material respects, the financial condition position and results of operations and cash flows of ARCap, the Parent Fund Entities and its their respective Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby. (g) The Financial Statements were prepared from the books and records of ARCap, subject to the absence Fund Entities and their respective Subsidiaries, as applicable, which books and records have been maintained in accordance with sound business practices and all applicable Laws and reflect all financial transactions of foot notes ARCap, the Fund Entities and to normal year-end audit adjustments. There their respective Subsidiaries which are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed reflected in such balance sheet accordance with GAAP. Each of ARCap, the Fund Entities and their respective Subsidiaries, as applicable, maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management's authorization (including, with respect to the notes related thereto Fund Entities and their respective Subsidiaries, the authorization of the managing member thereof and required approval, if any, of any investment advisory or similar oversight committee, whether for interested party transactions or otherwise); (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of ARCap in accordance with GAAP which were not disclosed and to maintain accountability for ARCap's consolidated assets; (iii) access to the assets of ARCap, the Fund Entities and their respective Subsidiaries is permitted only in such balance sheet accordance with management's authorization (including, with respect to the Fund Entities and their respective Subsidiaries, the authorization of the managing member thereof and required approval, if any, of any investment advisory or similar oversight committee, whether for interested party transactions or otherwise); (iv) the reporting of ARCap's, the Fund Entities' and their respective Subsidiaries' assets is compared with existing assets at regular intervals; and (v) accounts, notes related theretoand other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. To ARCap's Knowledge there are no significant deficiencies or material weaknesses in the design or operation of the internal control structure and procedures over financial reporting of ARCap, the Fund Entities or any of their respective Subsidiaries. (ch) There has been furnished to the Administrative Agent (for distribution to each Section 4.5(h) of the Lenders) integrated multi-year projections of (x) Excess Availability Disclosure Schedule sets forth a true, correct and (y) the consolidated balance sheets and statements of income or operations and cash flows complete copy of the Parent and its Subsidiaries for each Fiscal Month following projections relating to ARCap (the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter"Projections"). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared by ARCap in good faith and based on assumptions faith. Notwithstanding the foregoing, Purchaser expressly acknowledges that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events Projections constitute management's estimates only, and are not and shall not constitute any guarantee or other assurance relating to be viewed as factsthe future performance of ARCap, subject to significant uncertainties and contingencies, many the Fund Entities or any of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)their respective Subsidiaries.

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) There has been furnished to as soon as available, but not later than 90 days after the Administrative Agent end of each fiscal year (for distribution to each commencing with the fiscal year ending December 31, 2010), a copy of the Lenders) a audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of December 31, 2023 in draft form, which is in form such year and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operationsincome, cash flows and shareholders’ equity of and cash flows for such year, setting forth in each case in comparative form the Parent and its Subsidiaries figures for the Fiscal Year then endedprevious fiscal year, and accompanied by the report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which financial statements report shall (i) have been prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinGAAP, (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Parent SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the end of such fiscal year as set forth in the Borrower’s report on Form 10-K for such fiscal year and (iii) not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending March 31, 2011), a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the date thereof end of such fiscal quarter and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, together with a consolidating income statement for such period, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to good faith year-end and audit adjustments and the absence of footnotes), the financial position and the results of operations of the Borrower and its Subsidiaries; and (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2011, a detailed consolidated budget for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and current fiscal year (iii) show all material Indebtedness and other liabilities, direct or contingent, including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each end of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024following fiscal year, and unaudited the related consolidated statements of projected cash flow, projected changes in financial position and projected income or operations and cash flow a description of the Parent and its Subsidiaries as of underlying assumptions applicable thereto) (collectively, the close of such Fiscal Month“Projections”), which Projections shall in each case, certified case be accompanied by a Financial certificate of a Responsible Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There stating that such Projections are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on reasonable estimates, information and assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections Responsible Officer has no reason to believe that such Projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)incorrect or misleading in any material respect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which All financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present and accurately the financial condition and results of the Parent operations and its Subsidiaries cash flows of Borrower as of the date thereof dates and for the periods to which they relate (subject to normal year-end audit adjustments and the results absence of operations for the Fiscal Year then ended and their results footnotes). Except as set forth in such financial statements, there are no liabilities of operationsany Company of any kind, cash flows and changes whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereina Material Adverse Effect, and (iii) show all material Indebtedness and other liabilitiesthere is no existing condition, direct situation or contingent, set of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednesscircumstances which could reasonably be expected to result in such a liability. (b) There Borrower has been furnished heretofore delivered to the Lenders (x) the final quality of earnings report for the Acquired Business prepared by Deloitte & Touche LLP (the “Deaconess D&T Report”) (and consistent with the final quality of earnings reports for Specialty Pharma and New England, respectively, prepared by Deloitte & Touche LLP, and dated June 30, 2006 and July 26, 2006, respectively (the “Existing D&T Reports” and, together with the Deaconess D&T Report, the “D&T Reports”)), (y) audited financial statements of Deaconess Enterprises Inc. for each of the three fiscal years immediately preceding the Acquisition and any unaudited financial statements requested by the Administrative Agent for any interim period or periods and (for distribution to each z) unaudited pro forma combined balance sheets and statements of the Lendersincome, pro forma EBITDA and other operating data of (i) an unaudited consolidated balance sheet of the Parent Borrower, (ii) New England, (iii) Specialty Pharma and its Subsidiaries as of and (iv) the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent Target and its Subsidiaries as of the close of such Fiscal MonthSubsidiaries, in each case, certified by a Financial Officer giving effect to the Transactions as if they had occurred on such date in the case of the Parent. Such balance sheet and statement as of income or operations the beginning of all periods presented in the case of the statements of income. Such pro forma financial statements (A) have been prepared in good faith by the Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and cash flows on the Closing Date to be reasonable) and (ii) the best information available to the Loan Parties as of the date of delivery thereof, (B) accurately reflect all adjustments required to be made to give effect to the Transactions, (C) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes, and other pro-forma expense adjustments contained therein), and (D) present fairly the Parent or any Subsidiary pro forma consolidated financial position and results of operations of (i) Borrower and its Subsidiaries (other than, with respect to the Target, the Excluded Entities), (ii) New England, (iii) Specialty Pharma and its Subsidiaries and (iv) the Target and its Subsidiaries, as applicable, in each case as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and including fiscal years 2006 – 2011 (the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter“Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light reasonable), (ii) accounting principles consistent with the historical audited financial statements of Specialty Pharma, New England and the facts Target, and circumstances known on their respective Subsidiaries, as the case may be, and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since December 31, 2005, there has been no event, change, circumstance or occurrence that such projections are as has had or could reasonably be expected to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)result in a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished Sellers have delivered to the Administrative Agent (for distribution to each Purchaser copies of the Lenders) a audited consolidated balance sheet sheets of the Parent and its Subsidiaries as of at December 31, 2023 in draft form, which is in form 2003 and substance satisfactory to 2004 and the Administrative Agent, and a related audited consolidated statements of income or operations, and of cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year fiscal years then endedended (such audited statements, which financial statements (i) including the related notes and schedules thereto, are referred to herein as the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP consistently applied throughout and present fairly in all material respects the period covered therebyconsolidated financial position, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations and cash flows of Parent as at the dates and for the Fiscal Year then ended periods indicated. For the purposes hereof, the audited consolidated balance sheet of Parent as at December 31, 2004 is referred to as the "Balance Sheet" and their results of operationsDecember 31, cash flows and changes in shareholders’ equity for 2004 is referred to as the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness"Balance Sheet Date." (b) There has been furnished Sellers have delivered to Purchaser the Administrative Agent (for distribution to each unaudited statement of gross revenues, net revenues and direct costs of the Lenders) an unaudited consolidated balance sheet Business for the fiscal year ended December 31, 2004 and the interim period ended March 31, 2005 (collectively, the "Financial Statements of the Parent Business"). The gross revenues, net revenues and its Subsidiaries as direct costs included in the Financial Statements of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been Business were prepared in accordance with GAAP consistently applied throughout the period covered therebyParent's applicable accounting policies, except as otherwise expressly noted thereinwhich are consistent with and based upon GAAP, via Parent's compliance with GAAP, and present fairly present in all material respects the financial condition gross revenues, net revenues and direct costs of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity Business for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoperiods indicated. (c) There Except as disclosed in Schedule 5.5(c), Parent has been furnished made all required filings with the U.S. Securities and Exchange Commission (the "SEC") since January 1, 2004 through the date hereof. Except as disclosed in Schedule 5.5(c), to the Administrative Agent (for distribution Knowledge of Sellers, as of their respective dates, all such filings complied as to each form in all material respects with the requirements of the Lenders) integrated multi-year projections Securities Exchange Act of 1934, as amended (x) Excess Availability the "Exchange Act"), and (y) the consolidated balance sheets rules and statements of income or operations and cash flows regulations of the Parent SEC promulgated thereunder applicable to such SEC filings, and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on such SEC filings did not contain any untrue statement of a pro forma basis after giving effect material fact or omit to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith state a material fact required to be reasonable stated therein or necessary to make the statements therein, in light of the facts circumstances under which they were made, not misleading. Except as disclosed in Schedule 5.5(c), to the Knowledge of Sellers, the financial statements set forth in such SEC filings comply as to form in all material respects with applicable accounting requirements and circumstances known on the published rules and as regulations of the Closing Date (it being understood SEC promulgated under the Exchange Act, including Regulation S-X. Except as disclosed in Schedule 5.5(c), to the Knowledge of Sellers, with respect to each Annual Report on Form 10-K and agreed that each Quarterly Report on Form 10-Q included in such projections are SEC filings, the financial statements and other financial information included in such reports fairly present in all material respects the financial condition and results of operations of Parent as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realizedof, and actual results may materially differ for, the periods presented in the SEC filings. The reports of Parent's independent auditors regarding Parent's consolidated financial statements in the SEC filings have not been withdrawn, supplemented or modified, and none of Parent or any of its Subsidiaries has received any written communication from the projections)its independent auditors concerning any such withdrawal, supplement or modification.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders’ equity and cash flows of Borrower and its Restricted Subsidiaries as of and for the fiscal years ended December 31, 2023 in draft form2016, which is in form and substance satisfactory to the Administrative AgentDecember 31, 2015, and a consolidated statements December 31, 2014, audited by and accompanied by the unqualified opinion of income or operationsPricewaterhouseCoopers LLP, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which independent public accountants. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes) consistently applied throughout the applicable period covered, respectively, thereby and present fairly in all material respects the financial condition and results of operations and, if applicable, cash flows of the Parent or any Subsidiary applicable Companies as of such date involving material amounts, known the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). (b) Borrower has heretofore delivered to the officers Lenders the forecasts of financial performance of Borrower and its Restricted Subsidiaries for the Parent or any Subsidiaryfiscal years 2017 – 2022, required including forecasts of financial performance on a quarterly basis for the first eight fiscal quarters occurring after the Closing Date (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be disclosed in such balance sheet reasonable) and (ii) accounting principles consistent with the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the notes related theretoperiods covered thereby. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending Since December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have 2016, there has been prepared on no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, either individually or in the aggregate, a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent Lenders the consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Seller (i) as of and for distribution to each the fiscal years ended September 30, 2009, September 30, 2008 and September 30, 2007 audited by and accompanied by the unqualified opinion of Connor ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, PLLC, independent public accountants, and (ii) as of and for the six-month period ended March 31, 2010 and nine-month period ended June 30, 2010 and for the comparable period of the Lenders) a consolidated balance sheet preceding fiscal year, in each case, certified by the chief financial officer of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which Seller. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, thereby (iiother than the June 30, 2010 financial statements and the comparable period for the preceding fiscal year) and present fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries Target as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There As of the dates of such financial statements, except as properly reflected in such financial statements, there are no contingent material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Parent Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) and (ii) the best information reasonably available to, or any Subsidiary in the possession or control of, Borrower as of such the date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodelivery thereof. (c) There Since September 30, 2009, there has been furnished no event, change, circumstance or occurrence that has had or could reasonably be expected to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on result in a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders' equity and its Subsidiaries cash flows of Borrower (x) as of and for the fiscal years ended December 31, 2023 in draft form2001, which is in form 2002 and substance satisfactory to 2003, audited by and accompanied by the Administrative Agentunqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and a consolidated statements (y) as of income or operationsand for the three-month period ended March 31, cash flows 2004 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present and accurately the financial condition and results of the Parent operations and its Subsidiaries cash flows of Borrower as of the date thereof dates and for the periods to which they relate, subject to year-end audit adjustments and the results absence of operations for footnotes in the Fiscal Year then ended and their results case of operationsthe statements referred to in clause (y) above. Except as set forth in such financial statements or in the notes thereto, cash flows and changes after giving effect to the Transactions, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereina Material Adverse Effect, and (iii) show all material Indebtedness there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessSenior Subordinated Note Documents. (b) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders Borrower's unaudited pro forma consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of and pro forma EBITDA for the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending fiscal year ended December 31, 2024 2003, as of and for the three-month period ended March 31, 2004 and for the latest four-quarter period ending more than 30 days prior to the Closing Date, in each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis case after giving effect to the transactions contemplated herebyTransactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such projections were pro forma financial statements have been prepared in good faith and by the Loan Parties, based on the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and on the Closing Date to be reasonable in light of reasonable), are based on the facts and circumstances known on and best information available to the Loan Parties as of the Closing Date date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly the pro forma consolidated financial position and results of operations of Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and that no assurance guarantee can be given that the such projections will be realized). (c) The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders for the period January 1, 2004 through December 31, 2008 have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower's control, and actual results may materially differ from the projectionsthat no guarantee can be given that such projections will be realized). (d) Since December 31, 2003, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) Lenders a consolidated and consolidating balance sheet of the Parent Holdings and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agentdate of the Audited Financial Statements, and a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of the Parent Holdings and its Subsidiaries for the Fiscal Year then ended, which and in the case of the consolidated financial statements, certified by ▇▇▇▇▇▇ LLP. Such financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Parent Holdings and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessnotes related thereto. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) Lenders an unaudited consolidated and consolidating balance sheet of the Parent Holdings and its Subsidiaries as of the close of the Fiscal Month ending January August 31, 2024, 2015 and unaudited consolidated and consolidating statements of income or operations and cash flow of the Parent Holdings and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the ParentHoldings. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent Holdings and its Subsidiaries as at the close of business on the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, operations subject to year-end and quarterly adjustments and the absence of foot notes and to normal year-end audit adjustmentsfootnotes. There are no contingent liabilities of the Parent Holdings or any Subsidiary as of such date involving material amounts, known to the officers of the Parent Holdings or any Subsidiary, Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (Lenders willing to receive such information a 13-week cash flow forecast for distribution to each the such period commencing on the Closing Date. To the knowledge of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows Credit Parties, as of the Parent and its Subsidiaries for each Fiscal Month following Closing Date, no facts exist that (individually or in the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafteraggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and other information projected therein (it being understood and agreed that such projections are as to not a guarantee of future events performance and are not to be viewed as facts, that future performance is subject to significant uncertainties and material contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from control of the projectionsCredit Parties).

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to Lender the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders’ equity and its Subsidiaries cash flows of Borrower (i) as of and for the fiscal years ended March 31, 2006, March 31, 2007 and March 31, 2008 audited by and accompanied by the unqualified opinion of KPMG LLP, independent registered public accounting firm, and (ii) as of and for the nine-month period ended December 31, 2023 in draft form, which is in form 2008 and substance satisfactory to for the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements (iand all financial statements delivered pursuant to Section 5.01(a), Section 5.01(b) and Section 5.01(c) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) Regulation S-X and present fairly present and accurately in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries Borrower as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in and as of the date of such financial statements, there are no contingent liabilities of the Parent any Company of any kind, whether accrued, contingent, absolute, determined, determinable or any Subsidiary as otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of such date involving material amounts, known circumstances which could reasonably be expected to the officers of the Parent or any Subsidiary, required to be disclosed result in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoa liability. (b) [Reserved.] (c) There Borrower has been furnished heretofore delivered to Lender the Administrative Agent (for distribution to each forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following fiscal quarter in the Closing Date through and including the Fiscal Year ending December fiscal year ended March 31, 2024 2010, and for each Fiscal Quarter thereafterthe fiscal years ended March 31, 2011 and March 31, 2012 (the “Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith to be reasonable in light of by the facts Loan Parties on the date hereof and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as factsreasonable) and (ii) accounting principles consistent with Borrower’s historical audited financial statements. (d) Since December 31, subject 2008, there has been no event, change, circumstance or occurrence that has had or could reasonably be expected to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)result in a Material Adverse Effect.

Financial Statements; Projections. (a) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (for distribution to each of I) the Lenders) a audited consolidated balance sheet sheets and related consolidated statements of the Parent income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2023 in draft form2011, which is in form December 31, 2012 and substance satisfactory to December 31, 2013, (II) the Administrative Agent, unaudited consolidated balance sheets and a related consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent Administrative Borrower and its Subsidiaries as of the fiscal years ended December 31, 2012 and December 31, 2013 and (III) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries, in each case, for the Fiscal Year then endedfiscal quarter ended March 31, which 2014. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operationsand, if applicable, cash flows and changes in shareholders’ equity for of Holdings, the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent Administrative Borrower and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal MonthSubsidiaries, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered therebyperiods to which they relate (subject, subject to in the absence case of foot notes and interim financial statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in such financial statements, as of the Closing Date, there are no contingent liabilities of Holdings, the Parent Administrative Borrower or any Subsidiary of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. (b) The Administrative Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Administrative Borrower and its Subsidiaries as of and for the twelve-month period ended March 31, 2014 (including, in the case of the balance sheet, after giving effect to the Transactions as if they had occurred on June 30, 2014), in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (A) have been prepared in good faith by Holdings based upon (i) in each case, the assumptions stated therein (which assumptions are believed by Holdings on the Closing Date to be reasonable) and (ii) the best information available to Holdings as of the date of delivery thereof, (B) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions, and (C) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Administrative Borrower and its Subsidiaries, as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in and for such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoperiod. (c) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance consisting of projected income statements, balance sheets and cash flows of (x) Excess Availability Holdings and its Subsidiaries and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Administrative Borrower and its Subsidiaries Subsidiaries, in each case, for each Fiscal Month following the Closing Date through fiscal years 2014–2018 (the “Projections”) and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterassumptions upon which the Projections are based. Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and by Holdings based on upon assumptions that are believed in good faith reasonable at the time made and at the time the related Projections are made available to be reasonable in light of the facts and circumstances known on and as of the Closing Date Lenders (it being understood and agreed by the parties that such projections by their nature are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond controlinherently uncertain, no assurance can be assurances are being given that the projections results reflected in such Projections will be realizedachieved, and that actual results may materially differ from the projectionsand that such differences may be material). (i) In the case of Credit Extensions made on the Closing Date, since December 31, 2013, there has not occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Closing Date Material Adverse Effect. (ii) In the case of Credit Extensions made after the Closing Date, since the Closing Date, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) There U.S. Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders' equity and its Subsidiaries cash flows of U.S. Borrower (i) as of and for the fiscal years ended December 31, 2023 in draft form2000, which is in form December 31, 2001 and substance satisfactory to December 31, 2002, audited by and accompanied by the Administrative Agentunqualified opinion of Ernst & Young, LLP, independent public accountants, and a consolidated statements (y) as of income or operationsand for the nine-month period ended September 30, cash flows 2003 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to SECTIONS 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly and accurately, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition and results of the Parent operations and its Subsidiaries cash flows of U.S. Borrower as of the date thereof dates and for the periods to which they relate. Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessSenior Subordinated Note Documents. (b) There U.S. Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders U.S. Borrower's unaudited PRO FORMA consolidated balance sheet and statements of income and cash flows and PRO FORMA EBITDA for the fiscal year ended December 31, 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parentflows. Such balance sheet and statement of income or operations and cash flows PRO FORMA financial statements have been prepared in accordance with GAAP consistently applied throughout good faith by the period covered therebyLoan Parties, except as otherwise expressly noted thereinbased on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), and fairly present are based on the financial condition of best information available to the Parent and its Subsidiaries Loan Parties as of the date thereof of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the PRO FORMA consolidated financial position and results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence operations of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary U.S. Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There has been The forecasts of financial performance of Parent and its subsidiaries furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by U.S. Borrower and based on assumptions that are believed by U.S. Borrower to reasonable. (d) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each Complete copies of the Lenders) a consolidated Company's audited financial statements consisting of the balance sheet of the Parent and its Subsidiaries Company as of December 31at August 30, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent2020, and a consolidated the related statements of income or operationsand retained earnings, stockholders' equity and cash flows flow for the years then ended (the "Audited Financial Statements"), and shareholders’ equity unaudited financial statements consisting of the Parent balance sheet of the Company as at August 30, 2020 and its Subsidiaries the related statements of income and retained earnings, stockholders' equity and cash flow for the Fiscal Year then endedthree month period ended November 30, which financial statements 2020 (ithe "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements") are included as Exhibit A attached hereto/have been delivered to Investor. The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered therebyinvolved, except as otherwise expressly noted thereinsubject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (iithe effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Parent and its Subsidiaries Company as of the date thereof respective dates they were prepared and the results of the operations of the Company for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated periods indicated. The audited balance sheet of the Parent and its Subsidiaries Company as of August 30, 2020, is referred to herein as the close "Balance Sheet" and the date thereof as the "Balance Sheet Date" and the balance sheet of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries Company as of November 30, 2020 is referred to herein as the close "Interim Balance Sheet" and the date thereof as the "Interim Balance Sheet Date". The Company maintains a standard system of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet accounting established and statement of income or operations and cash flows have been prepared administered in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoGAAP. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) There has been furnished to as soon as available, but not later than 90 days after the Administrative Agent end of each fiscal year (for distribution to each or, in the case of the Lenders) fiscal year ended December 31, 2017, not later than July 1, 2018), commencing with the fiscal year ended December 31, 2017, a copy of the audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of December 31, 2023 in draft form, which is in form such year and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operationsincome, cash flows and shareholders’ equity of and cash flows for such year, setting forth in each case in comparative form the Parent and its Subsidiaries figures for the Fiscal Year then endedprevious fiscal year, and accompanied by the report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which financial statements report shall (i) have been prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinGAAP, (ii) fairly present to the extent required to be provided pursuant to the rules and regulations of the SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the end of such fiscal year as set forth in the Borrower’s report on Form 10-K for such fiscal year and (iii) not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower’s or any Subsidiary’s records; provided that (x) if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority, (y) such report may include a “going concern” qualification or like qualification or exception relating to an anticipated financial covenant default under this Agreement (including with respect to any Permitted Credit Agreement Refinancing Debt under this Agreement) or to an upcoming maturity date under this Agreement (including with respect to any Permitted Credit Agreement Refinancing Debt under this Agreement) and (z) such report may contain references (excluding formal qualifications) regarding audits performed by other auditors as contemplated by AU Section 543, Part of Audit Performed by Other Independent Auditors (or any successor or similar standard under GAAP); (b) as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year (or, in the case of the fiscal quarter ending March 31, 2018, not later than July 1, 2018; provided that if a Form 10-Q for the fiscal quarter ending March 31, 2018 is not timely filed with the SEC, the financial condition statements for such fiscal quarter shall include customary management discussion and analysis), commencing with the fiscal quarter ending March 31, 2018, a copy of the Parent unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the date thereof end of such fiscal quarter and the related consolidated statements of income and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to good faith year-end and audit adjustments and the absence of footnotes), the financial position and the results of operations of the Borrower and its Subsidiaries; and (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2018, a detailed consolidated budget for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and current fiscal year (iii) show all material Indebtedness and other liabilities, direct or contingent, including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each end of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024following fiscal year, and unaudited the related consolidated statements of projected cash flow, projected changes in financial position and projected income or operations and cash flow a description of the Parent and its Subsidiaries as of underlying assumptions applicable thereto) (collectively, the close of such Fiscal Month“Projections”), which Projections shall in each case, certified case be accompanied by a Financial certificate of a Responsible Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There stating that such Projections are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on reasonable estimates, information and assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections Responsible Officer has no reason to believe that such Projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)incorrect or misleading in any material respect.

Financial Statements; Projections. (a) There has been furnished to The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the Administrative Agent (consolidated financial position of the Borrower and the Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Borrower and the Subsidiaries for distribution to each of the Lenders) a consolidated balance sheet periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. The Historical MLP Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the Parent MLP Parties as of the respective dates thereof and its the results of operations and cash flows of the MLP Parties for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto, or the Confidential Information Memorandum, and that, in any such case, is material in relation to the business, operations, assets or financial condition of the Borrower and the Subsidiaries, taken as a whole. (b) The Unrestricted Subsidiary Reconciliation Statements delivered with respect to the Historical Financial Statements have been prepared by the Borrower in good faith and fairly present, in all material respects, the consolidated financial position of the Borrower and [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] the Restricted Subsidiaries as of December 31, 2023 in draft form, which is in form the respective dates thereof and substance satisfactory to the Administrative Agent, consolidated results of operations and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent Borrower and its the Restricted Subsidiaries for each of the Fiscal Year periods then ended, which financial statements subject, in each case, to treating Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise eliminating all accounts of Unrestricted Subsidiaries. (c) Each of the Pro Forma Financial Statements and the Pro Forma MLP Balance Sheet (i) have been prepared by the Borrower in accordance with GAAP consistently applied throughout good faith based on assumptions that were believed by the period covered thereby, except as otherwise expressly noted thereinBorrower to be reasonable at the time made and are believed by the Borrower to be reasonable on the Closing Date, (ii) fairly present are based on the financial condition of best information available to the Parent and its Subsidiaries Borrower as of the date of delivery thereof and the results of operations for the Fiscal Year then ended and their results of operationsafter due inquiry, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show accurately reflect all adjustments necessary to give effect to the Transactions, the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date and (iv) present fairly, in all material Indebtedness and other liabilitiesrespects, direct or contingentthe pro forma financial position of, in the case of the Parent Pro Forma Financial Statements, the Borrower and its Subsidiaries the Restricted Subsidiaries, and, in the case of the Pro Forma MLP Balance Sheet, the MLP Parties, in each case as of the date thereofand, including liabilities if applicable, for the period stated therein as if the Transactions, the MLP IPO, the Drop Down Transactions and the other transactions contemplated by the Registration Statement to occur on or prior to the Drop Down Date had occurred as of the end of the most recently ended Fiscal Quarter covered thereby, in the case of any balance sheet included therein, or the first day of the period of four consecutive Fiscal Quarters ended on such date, in the case of the other financial statements included therein, and, in the case of the Pro Forma Financial Statements, treating Unrestricted Subsidiaries as if they were not consolidated with the Borrower and otherwise eliminating all federal and other material Taxes, material commitments and Indebtednessaccounts of Unrestricted Subsidiaries. (bd) There has been furnished to the Administrative Agent (for distribution to each Each of the Lenders) an unaudited consolidated balance sheet of Projections and the Parent and its Subsidiaries as of Projections for the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows MLP have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith based upon estimates and based on assumptions that are were believed in good faith by the Borrower to be reasonable in light of at the facts time made and circumstances known are believed by the Borrower to be reasonable on and as of the Closing Date (Date, it being understood and agreed that such projections neither the Projections nor the Projections for the MLP are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many a guarantee of which are beyond control, no assurance can be given that the projections will be realized, financial or other performance and actual results may materially differ from the projections)therefrom and such differences may be material.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the LendersBorrower and ▇▇▇▇▇▇ (i) a consolidated balance sheet of the Parent and its Subsidiaries as of and for the fiscal years ended December 31, 2023 2013, December 31, 2012 and December 31, 2011 audited by and accompanied by the unqualified opinion of, in draft formthe case of Borrower BDO USA, which is in form and substance satisfactory to the Administrative AgentLLP, independent public accountants, and a consolidated statements in the case off ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants and (ii) as of income or operationsand for the three-month period ended March 31, cash flows 2014 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, of each of Borrower and fairly present the financial condition of the Parent and its Subsidiaries ▇▇▇▇▇▇ as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There As of the Closing Date, except as set forth in such financial statements, there are no contingent material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Parent or any Subsidiary Lenders the forecasts of financial performance of (x) Borrower and its Subsidiaries for the fiscal year 2014 and (y) Borrower and its Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) for the fiscal year 2015 (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the best information available to the Loan Parties as of such the date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet hereof and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoClosing Date. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending Since December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have 2013, there has been prepared on no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, either individually or in the aggregate, a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the LendersBorrower (i) a consolidated balance sheet as of and for the fiscal years ended September 24, 2008, September 30, 2009 and September 29, 2010 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the forty-week period ended July 6, 2011 and for the comparable period of the Parent and its Subsidiaries as preceding fiscal year, in each case, certified by the chief financial officer of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries Borrower as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in such financial statements, there are no contingent material liabilities of the Parent any Company of any kind, whether accrued, contingent, absolute, determined, determinable or any Subsidiary as otherwise, and there is no existing condition, situation or set of such date involving material amounts, known circumstances which could reasonably be expected to the officers of the Parent or any Subsidiary, required to be disclosed result in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoa liability. (b) [Reserved.] (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of financial performance of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and including fiscal years 2011 – 2016 (the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter“Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light of reasonable), (ii) accounting principles consistent with the facts historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and circumstances known on and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since September 29, 2010, there has been no event, change, circumstance or occurrence that such projections are as has had, or could reasonably be expected to future events and are not to be viewed as factsresult in, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of on a consolidated basis for the fiscal year ended December 31, 2023 in draft form2000, which is in form audited financial statements for the fiscal year ended December 31, 2000 and substance satisfactory unaudited for the quarter ended June 30, 2001 and the month ended July 31, 2001, which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Agreement Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Agreement Date or pursuant to Section 6.1, 6.2 or 6.3 hereof, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Subsidiaries taken as of such date involving a whole and no material amounts, known to the officers anticipated losses of the Parent or any Subsidiary, required to be Borrower and its Subsidiaries taken as a whole other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (for distribution to each of the Lendersii) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect The Borrower has delivered to the transactions contemplated herebyAdministrative Agent and the Lenders projections for fiscal years 2001 through 2009. Such projections were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the date hereof, and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of date hereof no facts which are beyond control, no assurance can be given that known to the projections will be realized, and actual results may materially differ from Borrower which the Borrower believes would cause a material adverse change in such projections).

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders' equity and its Subsidiaries cash flows of Borrower (i) as of and for the fiscal years ended December 31, 2023 in draft form2001, which is in form December 31, 2002 and substance satisfactory to December 31, 2003, audited by and accompanied by the Administrative Agentunqualified opinion of Ernst & Young LLP, independent public accountants, and a consolidated statements (ii) as of income or operationsand for the three-month period ended March 31, cash flows 2004 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to SECTIONS 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present and accurately in all material respects the financial condition and results of the Parent operations and its Subsidiaries cash flows of Borrower as of the date thereof dates and for the periods to which they relate. Except as set forth in such financial statements and the results of operations for the Fiscal Year then ended and their results of operationsSchedules to this Agreement, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereofClosing Date, including there are no liabilities for all federal of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other material Taxes, material commitments than liabilities under the Loan Documents and Indebtednessthe Senior Note Documents. (b) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders Borrower's unaudited PRO FORMA consolidated balance sheet and statements of income and cash flows, PRO FORMA EBITDA and other operating data for the fiscal year ended December 31, 2003, and as of and for the three-month period ended March 31, 2004, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parentflows. Such balance sheet and statement of income or operations and cash flows PRO FORMA financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the date made to be reasonable), accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinRegulation S-X, and present fairly present the PRO FORMA consolidated financial condition of the Parent position and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence operations of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There has been The forecasts of financial performance of Borrower and its subsidiaries furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by Borrower and based on assumptions that are believed in good faith by Borrower to be reasonable in light of the facts and circumstances known on and as of the Closing Date (when made, it being understood and agreed recognized by Lenders, however, that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties facts and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially during the period or periods covered by said projections probably will differ from the projections)projected results and that the differences may be material. (d) Since December 31, 2003, there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) Borrower and its Restricted Subsidiaries on a consolidated balance sheet of basis for the Parent and its Subsidiaries as of fiscal year ended December 31, 2023 in draft form2011 and unaudited financial statements for the quarter ended June 30, which is in form and substance satisfactory 2012 which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Closing Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Restricted Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Closing Date or pursuant to Sections 6.1, 6.2 or 6.3, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Restricted Subsidiaries, taken as of such date involving a whole, and no material amounts, known to the officers anticipated losses of the Parent or any SubsidiaryBorrower and its Restricted Subsidiaries, required to be taken as a whole, other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (for distribution to each of the Lendersii) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect The Borrower has delivered to the transactions contemplated herebyAdministrative Agent and the Lenders projections for fiscal years 2012 through 2017. Such projections were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the Closing Date, and as of the Closing Date (it being there are no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. It is acknowledged and understood and agreed that such the projections are as they relate to future events and are not to be viewed as facts, subject to significant uncertainties representations and contingencies, many of which are beyond control, no assurance can be given warranties that the projections such events will be realized, occur and actual results may materially differ significantly from the projections)projected results.

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of on a consolidated basis for the fiscal year ended December 31, 2023 in draft form2001, which is in form audited financial statements for the fiscal year ended December 31, 2001 and substance satisfactory unaudited for the quarter ended June 30, 2002 and the months ended July 31, 2002 and August 31, 2002, which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Agreement Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Agreement Date or pursuant to Section 6.1, 6.2 or 6.3 hereof, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Subsidiaries taken as of such date involving a whole and no material amounts, known to the officers anticipated losses of the Parent or any Subsidiary, required to be Borrower and its Subsidiaries taken as a whole other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (for distribution to each of the Lendersii) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect The Borrower has delivered to the transactions contemplated herebyAdministrative Agent and the Lenders projections for fiscal years 2003 through 2010. Such projections were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the date hereof, and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of date hereof no facts which are beyond control, no assurance can be given that known to the projections will be realized, and actual results may materially differ from Borrower which the Borrower believes would cause a material adverse change in such projections).

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower (i) as of and for distribution to each the fiscal years ended September 28, 2011, September 26, 2012 and September 25, 2013, audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the quarter ended December 18, 2013 and for the comparable period of the Lenders) a consolidated balance sheet preceding fiscal year, in each case, certified by the chief financial officer of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries Borrower as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in such financial statements, there are no contingent material liabilities of the Parent any Company of any kind, whether accrued, contingent, absolute, determined, determinable or any Subsidiary as otherwise, and there is no existing condition, situation or set of such date involving material amounts, known circumstances which could reasonably be expected to the officers of the Parent or any Subsidiary, required to be disclosed result in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoa liability. (b) [Reserved.] (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and fiscal years 2014 – 2018, including the Fiscal Year ending December 31, 2024 and forecasts of financial performance on a quarterly basis for each Fiscal Quarter thereafterfiscal quarter occurring during such period (the “Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light of reasonable), (ii) accounting principles consistent with the facts historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and circumstances known on and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since December 18, 2013, there has been no event, change, circumstance or occurrence that such projections are as has had, or could reasonably be expected to future events and are not to be viewed as factsresult in, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There The Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (for distribution to each of I) the Lenders) a audited consolidated balance sheet sheets and related consolidated statements of the Parent income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2023 in draft form2011, which is in form December 31, 2012 and substance satisfactory to December 31, 2013, (II) the Administrative Agent, unaudited consolidated balance sheets and a related consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent Borrower and its Subsidiaries as of the fiscal years ended December 31, 2012 and December 31, 2013 and (III) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Borrower and its Subsidiaries, in each case, for the Fiscal Year then endedfiscal quarter ended March 31, which 2014. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operationsand, if applicable, cash flows and changes in shareholders’ equity for of Holdings, the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal MonthSubsidiaries, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered therebyperiods to which they relate (subject, subject to in the absence case of foot notes and interim financial statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in such financial statements, as of the Closing Date, there are no contingent liabilities of Holdings, the Parent Borrower or any Subsidiary of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect. (b) The Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the twelve-month period ended March 31, 2014 (including, in the case of the balance sheet, after giving effect to the Transactions as if they had occurred on June 30, 2014), in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (A) have been prepared in good faith by Holdings based upon (i) in each case, the assumptions stated therein (which assumptions are believed by Holdings on the Closing Date to be reasonable) and (ii) the best information available to Holdings as of the date of delivery thereof, (B) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions and (C) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Subsidiaries, as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in and for such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoperiod. (c) There The Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance consisting of projected income statements, balance sheets and cash flows of (x) Excess Availability Holdings and its Subsidiaries and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries Subsidiaries, in each case, for each Fiscal Month following the Closing Date through fiscal years 2014–2018 (the “Projections”) and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterassumptions upon which the Projections are based. Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and by Holdings based on upon assumptions that are believed in good faith reasonable at the time made and at the time the related Projections are made available to be reasonable in light of the facts and circumstances known on and as of the Closing Date Lenders (it being understood and agreed by the parties that such projections by their nature are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond controlinherently uncertain, no assurance can be assurances are being given that the projections results reflected in such Projections will be realizedachieved, and that actual results may materially differ from the projectionsand that such differences may be material). (i) In the case of Credit Extensions made on the Closing Date, since December 31, 2013, there has not occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Closing Date Material Adverse Effect. (ii) In the case of Credit Extensions made after the Closing Date, since the Closing Date, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet of the Parent sheets and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operations, stockholders’ equity and, if applicable, cash flows and shareholders’ equity of the Parent Administrative Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, which set forth on Schedule 3.04(a). Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of the Parent and its Subsidiaries applicable Companies as of the date thereof dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the results absence of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessfootnotes). (b) There The Administrative Borrower has heretofore delivered to the Lenders the Administrative Borrower and its Restricted Subsidiaries unaudited pro forma consolidated balance sheet and statements of income and cash flows, pro forma Consolidated EBITDA, other operating data for the fiscal year ended January 31, 2014, after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements (A) have been furnished prepared in good faith by the Administrative Borrower, based upon (i) the assumptions stated therein (which assumptions are believed by the Administrative Borrower on the date hereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements of the Administrative Borrower delivered pursuant to Section 3.04(a) and (iii) the best information available to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries Borrower as of the close date of delivery thereof, (B) accurately reflect all adjustments required to be made to give effect to the Fiscal Month ending January 31Transactions, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows (C) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes) consistently applied throughout the applicable period covered, respectively, thereby, and (D) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Parent or any Subsidiary Administrative Borrower and its Subsidiaries as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of financial performance of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Administrative Borrower and its Restricted Subsidiaries for each Fiscal Month following the Closing Date through fiscal years 2014–2019 (the “Projections”) and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterassumptions upon which the Projections are based. Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Administrative Borrower based upon (i) the assumptions stated therein (which assumptions were believed by the Administrative Borrower on the date hereof and based on assumptions that are believed in good faith the Closing Date to be reasonable reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information available to, or in light of the facts and circumstances known on and possession or control of, the Administrative Borrower as of the Closing Date date of delivery thereof (it being understood and agreed by the parties that such projections by their nature are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond controlinherently uncertain, no assurance can be assurances are being given that the projections results reflected in such Projections will be realizedachieved, and that actual results may materially will differ from the projectionsProjections and that such differences may be material). (d) Since January 31, 2013, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet financial statements of the Parent and its Subsidiaries as of December 31, 2023 type described in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries Section 6.04(a) for the 2015 Fiscal Year then ended, which Year. Such financial statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31of January, 2024, 2016 and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries (other than the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities) as of the close Fiscal Month of such Fiscal MonthJanuary, 2016, in each case, certified by a Financial Officer of the ParentBorrowers. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent Borrowers or any Subsidiary as of such date involving material amounts, known to the officers of the Parent Borrowers or any Subsidiary, Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries (other than the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities) for each the 2016 Fiscal Month following Year. Such projections were prepared in good faith on the Closing Date through basis of assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of their delivery and including represented, at the Fiscal Year ending December 31time of delivery, 2024 the Borrowers’ best estimate of its future financial conditions and for each Fiscal Quarter thereafterperformance. To the knowledge of the Credit Parties, as of the Restatement Effective Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light As of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that Restatement Effective Date, such projections are as to future events based upon reasonable estimates and are not to be viewed as facts, subject to significant uncertainties assumptions and contingencies, many reflect the reasonable estimates of which are beyond control, no assurance can be given that the projections will be realized, Credit Parties of the results of operations and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each Complete copies of the Lenders) a consolidated Company’s audited financial statements consisting of the balance sheet of the Parent Company as at December 31 in each of the years 2017, 2018 and its Subsidiaries as of December 31, 2023 in draft form, which is in form 2019 and substance satisfactory to the Administrative Agent, and a consolidated related statements of income or operationsand retained earnings, cash flows and shareholdersstockholders’ equity and cash flow for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the Parent balance sheet of the Company as at March 31, 2020 and its Subsidiaries the related statements of income and retained earnings, stockholders’ equity and cash flow for the Fiscal Year three-month period then endedended (the “Interim Financial Statements” and together with the Audited Financial Statements, which financial statements (ithe “Financial Statements”) have been delivered to Investor. The Financial Statements have been prepared in accordance with GAAP consistently or IFRS applied on a consistent basis throughout the period covered therebyinvolved, except as otherwise expressly noted thereinsubject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (iithe effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Parent and its Subsidiaries Company as of the date thereof respective dates they were prepared and the results of the operations of the Company for the Fiscal Year then ended periods indicated. The audited balance sheet of the Company as of December 31, 2019 is referred to herein as the “Balance Sheet” and their results the date thereof as the “Balance Sheet Date” and the balance sheet of operationsthe Company as of March 31, cash flows 2020 is referred to herein as the “Interim Balance Sheet” and changes in shareholders’ equity for the period covered thereby date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessIFRS. (b) There has been furnished The projections of the Company as provided to the Administrative Agent (for distribution to each Investor are a true and complete copy of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated latest projected statements of operating revenue, income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Company for the fiscal years ending 2020, 2021 and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter2022. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections (i) were prepared in good faith and based on the assumptions that are believed in good faith set forth therein which were reasonable and fair at the time they were made, and which continue to be reasonable and fair as of the Closing, and (ii) are reasonable estimates of the Company’s financial performance for the periods indicated therein in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)assumptions made.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet financial statements of the Parent and its Subsidiaries as of December 31, 2023 type described in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries Section 6.04(a) for the 2015 Fiscal Year then ended, which Year. Such financial statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31of October, 2024, 2016 and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries (other than the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities) as of the close Fiscal Month of such Fiscal MonthOctober, 2016, in each case, certified by a Financial Officer of the ParentBorrowers. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent Borrowers or any Subsidiary as of such date involving material amounts, known to the officers of the Parent Borrowers or any Subsidiary, Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of ), for the Parent and its Subsidiaries (other than the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities) (i) forecasts for each the 2016 Fiscal Month following Year and (ii) projections for the 2017 Fiscal Year. Such forecasts and projections were prepared in good faith on the basis of assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of their delivery and represented, at the time of delivery, the Borrowers’ best estimate of its future financial conditions and performance. To the knowledge of the Credit Parties, as of the Closing Date through and including Date, no facts exist that (individually or in the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafteraggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date (it being understood Date, such forecasts and agreed that such projections are as to future events based upon reasonable estimates and are not to be viewed as facts, subject to significant uncertainties assumptions and contingencies, many reflect the reasonable estimates of which are beyond control, no assurance can be given that the projections will be realized, Credit Parties of the results of operations and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements The Audited Financial Statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and the their results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of the Parent Intersections and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxestaxes, material commitments and Indebtedness.. DB1/ 85911004.13 (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an The unaudited consolidated balance sheet sheets of the Parent Intersections and its Subsidiaries as of the close of the Fiscal Month ending January dated December 31, 20242015, and unaudited the related consolidated statements of income or operations and cash flow of flows for the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent Intersections and its Subsidiaries as of the date thereof and the their results of operations, cash flows and changes in shareholders’ equity operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Term Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Intersections and its Subsidiaries for each the 2016 Fiscal Month following Year on a month to month basis. As of the Closing Date through and including Date, no facts exist that (individually or in the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafteraggregate) would reasonably be expected to result in any material adverse change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date Date, such projections are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and other information projected therein (it being understood and agreed that such financial projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many a guarantee of which are beyond control, no assurance can be given that the projections will be realized, financial performance and actual results may materially differ from the projectionsfinancial projections and such differences may be material).

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) Banks a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to at the Administrative AgentBalance Sheet Date, and a related consolidated statements of income or operationsincome, retained earnings and cash flows and shareholders’ equity of the Parent and its Subsidiaries flow for the Fiscal Year fiscal year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout certified by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and Company, the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) Borrower's independent certified public accountants. There has also been furnished to the Administrative Agent (for distribution to each of the Lenders) Banks an unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of fiscal quarter ending March 31, 2001, and the related consolidated statement of income and consolidated statement of cash flow for the portion of the close of the Fiscal Month ending January 31Borrower's fiscal year then elapsed, 2024, all in reasonable detail. Such balance sheets and unaudited consolidated statements of income or operations income, retained earnings and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP Generally Accepted Accounting Principles consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and are correct and complete and fairly present the financial condition of the Parent Borrower and its Material Subsidiaries as at the close of business on the date thereof and the consolidated results of operations, cash flows and changes in shareholders’ equity operations for the fiscal period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustmentsthen ended. There are no contingent liabilities of the Parent Borrower or any Subsidiary of its Subsidiaries as of each such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be Borrower and not disclosed in such said balance sheet and the related notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (cb) There has been furnished to the Administrative Agent (for distribution to each The projections of the Lenders) integrated multi-year projections annual operating budgets of (x) Excess Availability the Borrower and (y) the its Subsidiaries on a consolidated basis, balance sheets and cash flow statements for the 2001 to 2003 fiscal years, copies of income or operations which have been delivered to the Agents, disclose all assumptions made with respect to general economic, financial and cash flows market conditions used in formulating such projections. To the knowledge of the Parent Borrower or any of its Subsidiaries, no facts exist that (individually or in the aggregate) would result in any material change in any of such projections. The projections are based upon reasonable estimates and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31assumptions, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma the basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts assumptions stated therein and circumstances known on and as reflect the reasonable estimates of the Closing Date (it being understood Borrower and agreed that such projections are as to future events its Subsidiaries of the results of operations and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet financial statements of the Parent and its Subsidiaries as of December 31, 2023 type described in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries Section 6.04(a) for the Fiscal Year then endedended December 31, which 2015 and December 31, 2016 for (x) Parent, the Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare. Such financial statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of (x) Parent, the Parent Borrowers and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of (x) Parent, the Parent Borrowers and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of (x) Parent, the Parent Borrowers and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the close of the Fiscal Month ending January 31Quarter ended September 30, 2024, 2017 and unaudited consolidated statements of income or operations and cash flow of (x) Parent, the Parent Borrowers and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the close of such Fiscal MonthQuarter ended September 30, 2017, in each case, certified by a Financial Officer of the ParentPETIQ. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of (x) Parent, the Parent Borrowers and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Parent or any Subsidiary Borrowers and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of such date involving material amounts, known to the officers of Parent, the Parent Borrowers or any Subsidiary, Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the an unaudited consolidated balance sheets sheet of Parent, the Borrowers and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017 and unaudited consolidated statements of income or operations and cash flows flow of Parent, the Parent Borrowers and its their Restricted Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and (other than VIP Petcare) as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as factsFiscal Month of October 2017, subject to significant uncertainties and contingenciesin each case, many certified by a Financial Officer of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).the

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (i) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower (A) as of and for distribution to the fiscal years ended June 30, 2008, June 30, 2009 and June 30, 2010 audited by and accompanied by the unqualified opinion of BDO USA, LLP, independent public accountants, and (B) as of and for the twelve-month period ended March 31, 2011 and for the comparable period of the preceding fiscal year, in each case, certified by the chief financial officer of Borrower (and each of which has underwent a SAS 100 review) and (ii) the Lenders) a consolidated balance sheet sheets and related statements of income, stockholders’ equity and cash flows of the Parent and its Subsidiaries Acquired Business (A) as of and for the fiscal years ended December 31, 2023 in draft form2009 and December 31, which is in form and substance satisfactory to the Administrative Agent2010, and a consolidated statements (B) as of income or operationsand for the three-month period ended March 31, cash flows 2011 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present the financial condition and results of operations and cash flows of Borrower and the Parent and its Subsidiaries Acquired Business, as the case may be, as of the date thereof dates and for the periods to which they relate (subject to normal year-end audit adjustments and the results absence of operations for footnotes). Except as set forth in such financial statements, there are no material liabilities of any Company or the Fiscal Year then ended and their results Acquired Business, as the case may be, of operationsany kind, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebywhether accrued, except as expressly noted thereincontingent, absolute, determined, determinable or otherwise, and (iii) show all material Indebtedness and other liabilitiesthere is no existing condition, direct situation or contingent, set of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednesscircumstances which could reasonably be expected to result in such a liability. (b) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders Borrower’s unaudited pro forma consolidated balance sheet and statements of income and cash flows, pro forma EBITDA, for the fiscal year ended June 30, 2010, and as of and for the nine -month period ended March 31, 2011, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of flows. Such pro forma financial statements (A) have been prepared in good faith by the Parent Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and its Subsidiaries on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above and (iii) the best information available to the Loan Parties as of the close date of such Fiscal Monthdelivery thereof, in each case(B) accurately reflect all adjustments required to be made to give effect to the Transactions, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows (C) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes) consistently applied throughout the Parent or any Subsidiary applicable period covered, respectively, thereby, and (D) present fairly the pro forma consolidated financial position and results of operations of Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders a business plan of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries and the forecasts of financial performance of Borrower and its Subsidiaries in each case for each Fiscal Month following the Closing Date through fiscal years 2011 – 2016 (the “Projections”). The business plan and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light of reasonable), (ii) accounting principles consistent with the facts historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and circumstances known on and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since June 30, 2010, there has been no event, change, circumstance or occurrence that such projections are as has had, or could reasonably be expected to future events and are not to be viewed as factsresult in, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished U.S. Borrower has, prior to the Administrative Agent Original Closing Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of U.S. Borrower (i) as of and for distribution to each the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002, audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (ii) as of and for the nine-month period ended September 30, 2003 and for the comparable period of the Lenderspreceding fiscal year, in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower as of the dates and for the periods to which they relate. Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents. (b) U.S. Borrower has, prior to the Original Closing Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA for the Parent and its Subsidiaries as of fiscal year ended December 31, 2023 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in draft form, which is in form and substance satisfactory each case after giving effect to the Administrative Agent, Transactions as if they had occurred on such date in the case of the balance sheet and a consolidated as of the beginning of all periods presented in the case of the statements of income or operationsand cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Original Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheets and related statements of income and cash flows of each of U.S. Borrower and shareholdersMW as of and for July 3, 2004 and the comparable six-month period of the preceding fiscal year, in each case, subject to a review in accordance with the standards of the Public Company Accounting Oversight Board performed by Ernst & Young, LLP, the independent registered public accounting firm used by the Companies, and in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower or MW, as applicable, as of the dates and for the periods to which they relate. (d) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2003, and for the six-month period ended July 3, 2004, as well as its pro forma consolidated balance sheet as of July 3, 2004 and pro forma EBITDA for the twelve-month period ended July 3, 2004, in each case after giving effect to the Second Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Second Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Second Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Second Amendment Transactions had occurred at such dates. (e) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alenco as of and for the fiscal years ended March 28, 2003, April 2, 2004 and April 1, 2005, audited by and accompanied by the unqualified opinion of G▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (in the case of the Parent 2005 financials) and its Subsidiaries for H▇▇▇ & Associates LLP (in the Fiscal Year then endedcase of the 2004 and 2003 financials), which independent public accountants. Such financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition position of the Parent and its Subsidiaries Alenco as of the date thereof dates indicated and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessended. (bf) There has been furnished U.S. Borrower has, prior to the Administrative Agent (Third Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for distribution to each of the Lenders) an unaudited fiscal year ended December 31, 2005, as well as its pro forma consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January December 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month2005, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis case after giving effect to the transactions contemplated herebyThird Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such projections were pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Third Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Third Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Third Amendment Transactions had occurred at such dates. (g) The forecasts of financial performance of Parent and its subsidiaries furnished to the Lenders have been prepared in good faith by U.S. Borrower and based on assumptions that are believed by U.S. Borrower to reasonable. (h) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated and consolidating balance sheet of the Parent Holdings and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative AgentBalance Sheet Date, and a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of the Parent Holdings and its Subsidiaries for the Fiscal Year then ended, which and in the case of the consolidated financial statements, certified by ▇▇▇▇▇▇ LLP. Such financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Parent Holdings and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended ended. There are no contingent liabilities of Holdings or any Subsidiary as of such date involving material amounts, known to the officers of Holdings or any Subsidiary, required to be disclosed in such balance sheet and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby notes related thereto in accordance with GAAP consistently applied throughout GAAP, which were not disclosed in such balance sheet and the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessnotes related thereto. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated and consolidating balance sheet of the Parent Holdings and its Subsidiaries as of the close of the Fiscal Month ending January 31February 28, 2024, 2013 and unaudited consolidated and consolidating statements of income or operations and cash flow of the Parent Holdings and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the ParentHoldings. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent Holdings and its Subsidiaries as at the close of business on the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, operations subject to year-end and quarterly adjustments and the absence of foot notes and to normal year-end audit adjustmentsfootnotes. There are no contingent liabilities of the Parent Holdings or any Subsidiary as of such date involving material amounts, known to the officers of the Parent Holdings or any Subsidiary, Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Holdings and its Subsidiaries for each the 2013 Fiscal Month following Year. To the knowledge of the Credit Parties, as of the Closing Date through and including Date, no facts exist that (individually or in the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafteraggregate) would reasonably be expected to result in any material change in any of such projections (taken as a whole). Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date Date, such projections referenced in clause (c) are based upon reasonable estimates and assumptions and reflect the reasonable estimates of the Credit Parties of the results of operations and other information projected therein (it being understood and agreed that such projections are as to not a guarantee of future events performance and are not to be viewed as facts, that future performance is subject to significant uncertainties and material contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from control of the projectionsCredit Parties).

Financial Statements; Projections. (a) There has been furnished Prior to the Initial Borrowing Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent with copies for each Bank: (for distribution to i) the audited Annual Statement of each of SNIC, SPCC, CalComp, CBIC and CCIC for the Lendersfiscal year ended December 31, 1997, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Annual Statements shall be satisfactory in form and substance to the Administrative Agent and (ii) a the unaudited Quarterly Statement of each of SNIC, SPCC, CalComp, CBIC and CCIC for the quarter ended September 30, 1998, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statements shall be satisfactory in form and substance to the Administrative Agent; (i) the audited consolidated balance sheet of each of the Parent Borrower and BIG for the fiscal year ended December 31, 1997, and the related consolidated statements of income, of stockholder's equity and of cash flows, in each case prepared in accordance with GAAP and (ii) the unaudited consolidated balance sheet of each of the Borrower and BIG for the fiscal quarter ended September 30, 1998, and the related consolidated statements of income, of stockholders' equity and of cash flows, in each case prepared in accordance with GAAP; (c) projected financial statements for the Borrower and its Subsidiaries as reflecting the projected financial condition, income and expenses of December 31, 2023 in draft formthe Borrower and its Subsidiaries after giving effect to the Transaction and the other transactions contemplated hereby, which is projected financial statements shall be the same in all material respects as the projected financial statements set forth in Section 10 of the Confidential Information Memorandum dated November, 1998 delivered to the Banks in connection with this Agreement; (d) a closing funds flow statement in connection with the Transaction, in form and substance satisfactory to the Administrative Agent; and (e) a PRO FORMA balance sheet of Borrower, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operationsInitial Borrowing Date, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the Transaction and the other transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (a) There The Borrower has been furnished delivered to the Administrative Agent (for distribution to each of the Lenders) a Agents an audited consolidated balance sheet and related statements of income and retained earnings and cash flow of the Parent Borrower and its Consolidated Subsidiaries as of for the fiscal years ended December 31, 2023 in draft form1999 and December 31, which is in form 2000, as audited and substance satisfactory to the Administrative Agentcertified without qualification, and a consolidated statements of income or operationsexcept as set forth on Schedule 4.12, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which by Pricewaterhouse Coopers LLP. Such financial statements (iincluding the notes) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) present fairly present the financial condition of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof end of such fiscal periods and the results of their operations and the changes in financial position for the Fiscal Year fiscal periods then ended and their results of operationsended, cash flows and changes all in shareholders’ equity for the period covered thereby in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, on a basis consistent with that of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednesspreceding fiscal periods. (b) There The Borrower has been furnished delivered to the Administrative Agent (for distribution to each of the Lenders) an Agents internally prepared unaudited consolidated and consolidating balance sheet of the Parent sheets and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated related statements of income or operations and cash flow retained earnings of the Parent Borrower and its Consolidated Subsidiaries as of for the close of such Fiscal Monthperiod ended April 30, in each case, certified by a Financial Officer of the Parent2001. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and unaudited financial statements present fairly present the financial condition of the Parent Borrower and its Consolidated Subsidiaries as of the date thereof end of such period and the results of operations, cash flows and changes in shareholders’ equity their operations for the period covered therebythen ended, all in conformity with GAAP applied on a basis consistent with that of the preceding fiscal periods, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There The Borrower has been furnished delivered to the Administrative Agent Agents (i) long term projections (the "Long Term Projections") prepared on a monthly basis for distribution the nine (9) month period from April 1, 2001 through December 31, 2001 and on a quarterly basis for the fiscal year ending 2002 and (ii) thirteen (13) week rolling cash flow projections (the "Cash Flow Projections" and together with the Long Term Projections, collectively, the "Projections"), which Projections shall be updated in accordance with Section 6.01(k). The Projections were prepared by the Borrower and are based on all information known to each the Borrower as of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows date of the Parent Projections and its Subsidiaries for each Fiscal Month following the Closing Date through and including represent the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and estimate of the Borrower regarding the course of the Borrower's business for the periods covered by such Projections. The Borrower believes that the assumptions set forth in the Projections are reasonable based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and economic conditions as of the date of the Projections and the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Date.

Financial Statements; Projections. (a) There has been furnished Prior to the Initial Borrowing Date, the Borrower shall have delivered or caused to be delivered to the Administrative Agent with copies for each Bank: (i) the audited Annual Statement of Central Reserve Life Insurance Company for distribution the fiscal year ended December 31, 1997, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Annual Statement shall be reasonably satisfactory in form and substance to each the Administrative Agent and (ii) the unaudited Quarterly Statement of Central Reserve Life Insurance Company for the Lendersquarter ended September 30, 1998, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statement shall be reasonably satisfactory in form and substance to the Administrative Agent; (i) a the audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of for the fiscal year ended December 31, 2023 1997, and the related consolidated statements of income, of stockholder's equity and of cash flows, in draft formeach case prepared in accordance with GAAP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 1998, and the related consolidated statements of income, of stockholders' equity and of cash flows, in each case prepared in accordance with GAAP; (i) the audited Annual Statement of Continental for the fiscal year ended December 31, 1997, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which is Annual Statement shall be reasonably satisfactory in form and substance to the Administrative Agent and (ii) the unaudited Quarterly Statement of Continental for the quarter ended September 30, 1998, prepared in accordance with SAP and as filed with the respective Applicable Insurance Regulatory Authority, which Quarterly Statement shall be reasonably satisfactory in form and substance to the Administrative Agent; (d) projected financial statements for the Borrower and its Subsidiaries reflecting the projected financial condition, income and expenses of the Borrower and its Subsidiaries after giving effect to the Transaction and the other transactions contemplated hereby, which projected financial statements shall be reasonably satisfactory in form and substance to the Administrative Agent; 25 (e) a closing funds flow statement in connection with the Transaction, in form and substance satisfactory to the Administrative Agent; and (f) a PRO FORMA balance sheet of Borrower, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operationsInitial Borrowing Date, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the Transaction and the other transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (a) There has been furnished U.S. Borrower has, prior to the Administrative Agent (for distribution Fifth Amendment Effectiveness Date, delivered to each of the Lenders) a Lenders the unaudited consolidated balance sheet sheets and related statements of the Parent income, stockholders’ equity and its Subsidiaries as cash flows of U.S. Borrower prepared in accordance with GAAP for each fiscal period ending after December 31, 2023 in draft form, which is in form 2005 and substance satisfactory to for the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity comparable periods of the Parent and its Subsidiaries for the Fiscal Year then ended, which preceding fiscal year. Such financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition position of the Parent and its Subsidiaries U.S. Borrower as of the date thereof dates indicated and the results of operations for the Fiscal Year periods then ended and their results ended. Except as set forth in such financial statements, there are no liabilities of operationsU.S. Borrower of any kind, cash flows and changes whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereina Material Adverse Effect, and (iii) show all material Indebtedness and other liabilitiesthere is no existing condition, direct situation or contingent, set of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednesscircumstances which could reasonably be expected to result in such a liability. (b) There has been furnished U.S. Borrower has, prior to the Administrative Agent Fifth Amendment Effectiveness Date, delivered (x) to the Lenders who request not to receive material non-public information concerning the Loan Parties, U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for distribution to each of the Lenders) an unaudited last twelve months ended September 30, 2006, as well as its pro forma consolidated balance sheet as of September 30, 2006, and (y) to the other Lenders, U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2006, as well as its pro forma consolidated balance sheet as of December 31, 2006, in each case after giving effect to the Fifth Amendment Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements statement of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parentincome. Such balance sheet and statement of income or operations and cash flows pro forma financial statements have been prepared in accordance with GAAP consistently applied throughout good faith by the period covered therebyLoan Parties, except as otherwise expressly noted thereinbased on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Fifth Amendment Effectiveness Date to be reasonable), and fairly present are based on the financial condition of best information available to the Parent and its Subsidiaries Loan Parties as of the date thereof of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Fifth Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence operations of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary U.S. Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Fifth Amendment Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There has been The forecasts of financial performance of Parent and its subsidiaries furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by U.S. Borrower and based on assumptions that are believed by U.S. Borrower to reasonable. (d) Since December 31, 2005, there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet of the Parent sheets and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operations, stockholders’ equity and, if applicable, cash flows and shareholders’ equity of the Parent Administrative Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, which set forth on Schedule 3.04(a). Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of the Parent and its Subsidiaries applicable Companies as of the date thereof dates and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and periods to which they relate (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of interim financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet adjustments and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoabsence of footnotes). (b) [Reserved.] (c) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of financial performance of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Administrative Borrower and its Restricted Subsidiaries for each Fiscal Month following the Closing Date through fiscal year 2016 (the “Projections”) and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterassumptions upon which the Projections are based. Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Administrative Borrower based upon (i) the assumptions stated therein (which assumptions were believed by the Administrative Borrower on the date hereof and based on assumptions that are believed in good faith the Closing Date to be reasonable reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information available to, or in light of the facts and circumstances known on and possession or control of, the Administrative Borrower as of the Closing Date date of delivery thereof (it being understood and agreed by the parties that such projections by their nature are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond controlinherently uncertain, no assurance can be assurances are being given that the projections results reflected in such Projections will be realizedachieved, and that actual results may materially will differ from the projectionsProjections and that such differences may be material). (d) Since January 31, 2015, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) There The Company has been prepared and furnished to Buyer (i) the Administrative Agent (for distribution to each audited balance sheets of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries Company as of December 31, 2023 in draft form, which is in form 2004 and substance satisfactory to the Administrative Agent, and a consolidated related audited statements of income or operationsincome, cash flows and shareholdersstockholders’ equity and changes in financial position for the fiscal year then ended (ii) the unaudited balance sheet of the Parent Company as of November 30, 2005 (the “Most Recent Balance Sheet”) and its Subsidiaries the related unaudited statement of income, stockholders’ equity and changes in financial condition for the Fiscal Year then endedeleven months ended November 30, which financial statements 2005, including any notes thereto (i) collectively, the “Financial Statements”). The Financial Statements, including, without limitation, the notes thereto (if any), have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the period covered therebyperiods indicated, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition and operating results of the Parent and its Subsidiaries Company as of the date thereof and the results of operations dates indicated or for the Fiscal Year then ended periods indicated therein, except that the Most Recent Balance Sheet may not contain footnotes and their results is subject to normal year-end adjustments. All of operationsthe Financial Statements, cash flows including, without limitation, the notes thereto, referred to in this Section are in accordance with the books and changes in shareholders’ equity for records of the period covered thereby Company. The Company maintains and through the Closing Date will continue to maintain a system of accounting established and administered in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, a system of internal controls sufficient to provide reasonable assurance of the Parent and its Subsidiaries as accuracy of financial information for the date thereof, including liabilities for all federal and purpose of preparation of financial statements in accordance with GAAP. The Company is not a guarantor or indemnitor of any indebtedness of any other material Taxes, material commitments and IndebtednessPerson. (b) There has been The Financial Forecast of the Company previously furnished to Buyer was prepared by the Administrative Agent (for distribution to each Company in good faith on the basis of the Lenders) an unaudited consolidated balance sheet assumptions stated therein and, except as set forth on the schedule previously furnished to Buyer by the Company, to the Knowledge of the Parent Company, there is no fact or information that would make the assumptions or the financial forecast contained therein misleading or inaccurate in any material respect. The Financial Forecast contains estimates only and its Subsidiaries as of the close of Company shall have no liability or responsibility whatsoever due to the Fiscal Month ending January 31, 2024Company’s failure to perform, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthshall not be deemed to have guaranteed performance, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoFinancial Forecast. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the LendersBorrower (i) a consolidated balance sheet as of and for the fiscal years ended September 30, 2009, September 29, 2010 and September 28, 2011 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the 40-week period ended July 4, 2012 and for the comparable period of the Parent and its Subsidiaries as preceding fiscal year, in each case, certified by the chief financial officer of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries Borrower as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There Except as set forth in such financial statements, there are no contingent material liabilities of the Parent any Company of any kind, whether accrued, contingent, absolute, determined, determinable or any Subsidiary as otherwise, and there is no existing condition, situation or set of such date involving material amounts, known circumstances which could reasonably be expected to the officers of the Parent or any Subsidiary, required to be disclosed result in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoa liability. (b) [Reserved.] (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of financial performance of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and including fiscal years 2012-2017 (the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter“Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light of reasonable), (ii) accounting principles consistent with the facts historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and circumstances known on and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since September 28, 2011, there has been no event, change, circumstance or occurrence that such projections are as has had, or could reasonably be expected to future events and are not to be viewed as factsresult in, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished Prior to the Administrative Agent (for distribution date hereof, the Company has delivered to each the Investors true, correct and complete copies of the Lenders) a unaudited, consolidated balance sheet sheets of the Parent Company as of June 30, 1999, (the "Latest Balance Sheet" and such date being the "Latest Balance Sheet Date") and the related unaudited statements of income, stockholders' equity, cash flows and supplemental data for the six month period then ended, and true, correct and complete copies of the audited consolidated balance sheets of the Company for the fiscal years ended 1998, 1997 and 1996 and the related statements of income, stockholders' equity, cash flows and supplemental data for the fiscal periods then ended; and (b) The financial statements referenced in this Section 4.6 shall be collectively referred to in this Agreement as the "Financial Statements". The Financial Statements (i) are in accordance with the Books and Records of the Company, (ii) fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as at the respective dates indicated and the results of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, stockholders' equity and cash flows and shareholders’ equity of the Parent Company and its Subsidiaries for the Fiscal Year then ended, which financial statements respective periods indicated and (iiii) have been prepared in accordance with the Relevant GAAP and consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period periods covered thereby subject, in accordance with GAAP consistently applied throughout the period covered therebycase of unaudited Financial Statements, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each omission of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes footnotes and to normal year-year end audit adjustments. There , which adjustments are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required not expected to be disclosed material (either individually or in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoaggregate). (c) There has been furnished to the Administrative Agent (for distribution to each The projected and financial data of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Company and its Subsidiaries for each Fiscal Month following the Closing Date through calendar year 1999, including forecasted balance sheets and including income statements and sources and uses of cash for fiscal year 1999, the Fiscal Year ending December 31budget for calendar year 1999 and current estimates of individual project profitability, 2024 and for each Fiscal Quarter thereafterhave all been prepared in good faith, using assumptions which are reasonable. Such projections have been prepared on a pro forma basis after giving effect represent the Company's best estimate of future performance, revenues, project completion margins and costs, and the Company has no reason to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed believe that such projections are as to future events and are will not to be viewed as factssubstantially realized; provided, subject to significant uncertainties and contingencieshowever, many of which are beyond control, no assurance can be given that the projections Company does not represent or warrant that such projected results will be realized, and actual results may materially differ from the projections)obtained.

Financial Statements; Projections. (a) There The Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (for distribution to each of i) the Lenders) a consolidated unaudited balance sheet of the Parent and its Subsidiaries as of December July 31, 2023 in draft form, which is in form 2012 and substance satisfactory to the Administrative Agent, and a consolidated related statements of income or operations, and cash flows of Borrower for the month ended July 31, 2012 and shareholders’ equity (ii) the balance sheets and related statements of income and cash flows of the Parent Borrower as of and its Subsidiaries for the Fiscal Year then endedfiscal year ended 2008 and the balance sheets and related statements of income and cash flows of Borrower for the fiscal years ended 2008 audited by and accompanied by the opinion of ParenteBeard, which independent public accountants, and certified by the chief financial officer of the Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout (in the period covered thereby, except as otherwise expressly noted therein, case of financial statements delivered pursuant to Sections 5.01 (iia) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby), subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet adjustments and the notes related thereto absence of footnotes) and present fairly and in accordance with GAAP which were not disclosed in such balance sheet all material respects the financial condition and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each results of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower, as of the dates and its Subsidiaries for each Fiscal Month following the periods to which they relate. Except as set forth in such financial statements and other than the commencement of the Chapter 11 Case and the First Telecom Claim, there are no post-Petition Date liabilities of Borrower of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a post-Petition Date liability, other than liabilities under the Loan Documents. (b) The forecasts of financial performance of the Borrower, including the 13-Week Budget delivered on the Closing Date through Date, projected income statements, statements of cash flows and including balance sheets, furnished to the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Borrower, and based on assumptions that are believed in good faith by the Borrower, to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections forecasts are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, contingencies and that no assurance can be representation or warranty is given that the projections any forecast will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of on a consolidated basis for the fiscal year ended December 31, 2023 in draft form2005 and unaudited financial statements for the quarter ended September 30, which is in form and substance satisfactory 2006 which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Agreement Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Agreement Date or pursuant to Sections 6.1, 6.2 or 6.3, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Subsidiaries, taken as of such date involving a whole, and no material amounts, known to the officers anticipated losses of the Parent or any SubsidiaryBorrower and its Subsidiaries, required to be taken as a whole, other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (for distribution to each of the Lendersii) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect The Borrower has delivered to the transactions contemplated herebyAdministrative Agent and the Lenders projections for fiscal years 2007 through 2014. Such projections were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the date hereof, and as of the Closing Date (it being date hereof there are no facts which are known to the Borrower which the Borrower believes would cause a material adverse change in such projections. It is acknowledged and understood and agreed that such the projections are as they relate to future events and are not to be viewed as facts, subject to significant uncertainties representations and contingencies, many of which are beyond control, no assurance can be given warranties that the projections such events will be realized, occur and actual results may materially differ significantly from the projections)projected results.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to and each of the Lenders) a Lenders the audited consolidated balance sheet of the Parent and its Subsidiaries as of at December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent2005, and a consolidated statements of income or operations, and cash flows and shareholders’ equity flow of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial certified by PricewaterhouseCoopers. Such balance sheet and statements (i) of income and cash flow have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustmentsended. There are no contingent liabilities of the Parent or any Subsidiary of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or any Subsidiarythe Borrower, required to be which were not disclosed in such balance sheet and the notes related thereto thereto. (b) There has been furnished to the Administrative Agent and each of the Lenders an unaudited consolidated balance sheet of the Parent and its Subsidiaries as at September 30, 2006, and unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries for the period(s) then ended. Such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the period(s) then ended. There are no contingent liabilities of the Parent or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (for distribution to and each of the LendersLenders the Projections and the Business Plan, in each case, on a consolidated basis. To the knowledge of the Parent and its Subsidiaries, no facts exist that (individually or in the aggregate) integrated multi-year would result in any material change in any of such projections of (x) Excess Availability taken as a whole). The Projections and (y) the consolidated balance sheets Business Plan are based upon reasonable estimates and statements of income or operations assumptions and cash flows reflect the reasonable estimates of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts results of operations and circumstances known on and as of the Closing Date other information projected therein (it being understood and agreed that such projections are as to not a guarantee of future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projectionsperformance).

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) There has been furnished to as soon as available, but not later than 90 days after the Administrative Agent end of each fiscal year (for distribution to each commencing with the fiscal year ending December 31, 2013), a copy of the Lenders) a audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of December 31, 2023 in draft form, which is in form such year and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operationsincome, cash flows and shareholders’ equity of and cash flows for such year, setting forth in each case in comparative form the Parent and its Subsidiaries figures for the Fiscal Year then endedprevious fiscal year, and accompanied by the report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which financial statements report shall (i) have been prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinGAAP, (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Parent SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the end of such fiscal year as set forth in the Borrower’s report on Form 10-K for such fiscal year and (iii) not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) as soon as available, but not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending June 30, 2013), a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the date thereof end of such fiscal quarter and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to good faith year-end and audit adjustments and the absence of footnotes), the financial position and the results of operations of the Borrower and its Subsidiaries; and (c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower commencing with the fiscal year ending December 31, 2013, a detailed consolidated budget for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and current fiscal year (iii) show all material Indebtedness and other liabilities, direct or contingent, including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each end of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024following fiscal year, and unaudited the related consolidated statements of projected cash flow, projected changes in financial position and projected income or operations and cash flow a description of the Parent and its Subsidiaries as of underlying assumptions applicable thereto) (collectively, the close of such Fiscal Month“Projections”), which Projections shall in each case, certified case be accompanied by a Financial certificate of a Responsible Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There stating that such Projections are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on reasonable estimates, information and assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections Responsible Officer has no reason to believe that such Projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)incorrect or misleading in any material respect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet financial statements of the Parent and its Subsidiaries as of December 31, 2023 type described in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries Section 6.04(a) for the Fiscal Year then endedended December 31, which 2015 and December 31, 2016 for (x) Parent, the Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare. Such financial statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of (x) Parent, the Parent Borrower and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of (x) Parent, the Parent Borrower and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of (x) Parent, the Parent Borrower and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the close of the Fiscal Month ending January 31Quarter ended September 30, 2024, 2017 and unaudited consolidated statements of income or operations and cash flow of (x) Parent, the Parent Borrower and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the close of such Fiscal MonthQuarter ended September 30, 2017, in each case, certified by a Financial Officer of the ParentBorrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of (x) Parent, the Parent Borrower and its their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Parent or any Subsidiary Borrower and their Subsidiaries (other than VIP Petcare) and (y) VIP Petcare, in each case, as of such date involving material amounts, known to the officers of Parent, the Parent Borrower or any Subsidiary, Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the an unaudited consolidated balance sheets sheet of Parent, the Borrower and their Restricted Subsidiaries (other than VIP Petcare) as of the Fiscal Month of October 2017 and unaudited consolidated statements of income or operations and cash flows flow of Parent, the Borrower and their Restricted Subsidiaries (other than VIP Petcare) as of the Parent and its Subsidiaries for each Fiscal Month following of October 2017, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Parent, the Borrower and their Restricted Subsidiaries (other than VIP Petcare) as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. There are no contingent liabilities of Parent, the Borrower or any Restricted Subsidiary (other than VIP Petcare) as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (d) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least forty-five days prior to the Closing Date through (or if the end of the most recently completed four-fiscal quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to as if the Closing Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement). Such financial statements (i) have been prepared in good faith by the Borrower based upon (A) the assumptions stated therein (which assumptions are believed by the Borrower on the date of delivery thereof and including on the Closing Date to be reasonable), (B) accounting principles consistent with the accounting principles applied to the historical financials of the Borrower and VIP Petcare and (C) the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect all adjustments required to be made to give effect to the Closing Date Transactions, (iii) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) consistently applied throughout the applicable period covered thereby and (iv) present fairly the pro forma consolidated financial position and results of operations of Parent, the Borrower and its Restricted Subsidiaries as of such date and for such periods, assuming that the Closing Date Transactions occurred as of such date or at the beginning of such period, as applicable. (e) There has also been furnished to the Administrative Agent (for distribution to each of the Lenders), for Parent, the Borrower and their Restricted Subsidiaries (other than the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities) (i) forecasts for the 2018 Fiscal Year ending December 31, 2024 and (ii) projections for each the 2018 Fiscal Quarter thereafterYear. Such forecasts and projections were prepared in good faith on the basis of assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of their delivery and represented, at the time of delivery, the Borrower’s best estimate of its future financial conditions and performance. To the knowledge of the Credit Parties, as of the Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date (it being understood Date, such forecasts and agreed that such projections are as to future events based upon reasonable estimates and are not to be viewed as facts, subject to significant uncertainties assumptions and contingencies, many reflect the reasonable estimates of which are beyond control, no assurance can be given that the projections will be realized, Credit Parties of the results of operations and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which All financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except respectively, thereby and present fairly the financial condition and results of operations and cash flows of Borrower as otherwise expressly noted thereinof the dates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower heretofore has delivered to the Lenders (i) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Borrower as of and for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007 audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent public accountants, (ii) fairly present the financial condition consolidated balance sheets of the Parent Target and its Subsidiaries as of the date thereof December 31, 2008 and 2007, and the results of operations for the Fiscal Year then ended and their results related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, (iii) consolidated balance sheet of Specialty Pharma, Inc. and its subsidiary as of August 31, 2006, and the related consolidated statements of operations, shareholders’ deficit, and cash flows for the period from January 1, 2006 to August 31, 2006 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, (iv) the balance sheet of New England Home Therapies, Inc. as of August 31, 2006, and the related statement of operations, shareholders’ equity, and cash flows for the period from January 1, 2006 to August 31, 2006 audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, and (v) the consolidated statement of income and comprehensive income, of shareholders’ equity and of cash flows of Deaconess Enterprises, Inc. and its subsidiaries for the year ended December 31, 2006 audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers LLP. Borrower has heretofore delivered to the Lenders Borrower’s unaudited consolidated balance sheet and statements of income and cash flows and changes in shareholders’ equity EBITDA for the period covered thereby fiscal year ended December 31, 2009 on a Pro Forma Basis giving effect to the Transactions as if they had occurred on such date in accordance the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such financial statements on a Pro Forma Basis (A) have been prepared in good faith by the Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, historical audited financial statements delivered pursuant to this Section 3.04(b) and (iii) show all material Indebtedness and other liabilitiesthe best information reasonably available to, direct or contingentin the possession or control of, of the Parent and its Subsidiaries Loan Parties as of the date of delivery thereof, including liabilities for (B) reflect fairly all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished adjustments required to be made to give effect to the Administrative Agent Transactions, (for distribution to each of the LendersC) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes) consistently applied throughout the Parent or any Subsidiary applicable period covered, respectively, thereby, and (D) present fairly the consolidated financial position and results of operations of Borrower as of such date involving material amountsand for such periods, known to on a Pro Forma Basis assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and including fiscal years 2010 — 2014 (the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter“Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) consistently applied throughout the fiscal years covered thereby, and (iii) the best information reasonably available to, or in light of the facts and circumstances known on and possession or control of, the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since December 31, 2009, there has been no event, change, circumstance or occurrence that such projections are as has had or could reasonably be expected to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)result in a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent The Lenders shall have received (for distribution to each i) an audited Consolidated balance sheet, statement of income and changes in retained earnings and statement of cash flows of the Lenders) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of December 31(other than ▇▇▇▇▇▇▇ and its Subsidiaries) for the fiscal year ended February 28, 2023 in draft form2007, which is certified (without qualification or exception) by KPMG LLP or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Co-Lead Arrangers, all in form and substance satisfactory to the Administrative AgentCo-Lead Arrangers; and (ii) an audited Consolidated balance sheet, and a consolidated statements statement of income or operations, and changes in retained earnings and statement of cash flows and shareholders’ equity of the Parent ▇▇▇▇▇▇▇ and its Subsidiaries for the Fiscal Year then endedfiscal year ended April 30, which financial statements 2007, certified (iwithout qualification or exception) have been prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Co-Lead Arrangers, all in accordance with GAAP consistently applied throughout form and substance satisfactory to the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessCo-Lead Arrangers. (b) There has been furnished to The Lenders shall have received a final set of operating projections for the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as for the fiscal year ending on February 29, 2008 through the fiscal year ending on February 28, 2014 , which shall be in reasonable detail, shall be based on the closing capital structure of the close Borrower and its Subsidiaries, shall reflect the consummation of the Fiscal Month ending January 31, 2024, transactions contemplated by this Agreement and unaudited consolidated statements of income or operations shall otherwise be in form and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject substance satisfactory to the absence of foot notes and to normal yearCo-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoLead Arrangers. (c) There has been furnished The Lenders shall have received a quality of earnings report from KPMG LLP or other nationally recognized independent public accountants selected by the Borrower and acceptable to the Administrative Agent (for distribution Co-Lead Arrangers, with respect to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent ▇▇▇▇▇▇▇ and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 3112 month period ended April 30, 2024 2006 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect the 12 month period ended April 30, 2007, all in form and substance satisfactory to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Co-Lead Arrangers.

Financial Statements; Projections. (a) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet of the Parent sheets and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operations, stockholders’ equity and, if applicable, cash flows and shareholders’ equity of the Parent Administrative Borrower and its Restricted Subsidiaries for the Fiscal Year then ended, which set forth on Schedule 3.04(a). Such financial statements and all financial statements delivered pursuant to Sections 5.01 (ia), (b) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of the Parent and its Subsidiaries applicable Companies as of the date thereof dates and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and periods to which they relate (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of interim financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet adjustments and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoabsence of footnotes). (b) [Reserved.] (c) There The Administrative Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of financial performance of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Administrative Borrower and its Restricted Subsidiaries for each Fiscal Month following the Closing Date through fiscal year 2016 (the “Projections”) and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterassumptions upon which the Projections are based. Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Administrative Borrower based upon (i) the assumptions stated therein (which assumptions were believed by the Administrative Borrower on the date hereof and based on assumptions that are believed in good faith the Closing Date to be reasonable reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the information available to, or in light of the facts and circumstances known on and possession or control of, the Administrative Borrower as of the Closing Date date of delivery thereof (it being understood and agreed by the parties that such projections by their nature are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond controlinherently uncertain, no assurance can be assurances are being given that the projections results reflected in such Projections will be realizedachieved, and that actual results may materially will differ from the projectionsProjections and that such differences may be material). (d) Since January 31, 2015, there has been no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet financial statements of the Parent and its Subsidiaries as of December 31, 2023 type described in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries Section 6.04(a) for the Fiscal Year then endedended December 31, which 2018 for Parent, the Borrower and their Subsidiaries (other than the Perrigo Entities). Such financial statements statements (i) have been were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; (ii) fairly present the financial condition of (x) Parent, the Parent Borrower and its their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; and (iii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, of (x) Parent, the Parent Borrower and its their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of (x) Parent, the Parent Borrower and its their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the close of the Fiscal Month ending January Quarter ended March 31, 2024, 2019 and unaudited consolidated statements of income or operations and cash flow of (x) Parent, the Parent Borrower and its their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the close of such Fiscal MonthQuarter ended March 31, 2019, in each case, certified by a Financial Officer of the ParentBorrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of (x) Parent, the Parent Borrower and its their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes footnotes and to normal year-end audit adjustments. There are no contingent liabilities of (x) Parent, the Parent or any Subsidiary Borrower and their Subsidiaries (other than the Perrigo Entities) and (y) the Perrigo Entities, in each case, as of such date involving material amounts, known to the officers of Parent, the Parent Borrower or any Subsidiary, Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the an unaudited consolidated balance sheets sheet of Parent, the Borrower and their Restricted Subsidiaries (other than the Perrigo Entities) as of the Fiscal Months of January 2019, February 2019 and March 2019 and unaudited consolidated statements of income or operations and cash flows flow of Parent, the Borrower and their Restricted Subsidiaries (other than the Perrigo Entities) as of the Parent and its Subsidiaries for each Fiscal Month following of March 2019, in each case, certified by a Financial Officer of the Borrower. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of Parent, the Borrower and their Restricted Subsidiaries (other than the Perrigo Entities) as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. There are no contingent liabilities of Parent, the Borrower or any Restricted Subsidiary (other than the Perrigo Entities) as of such date involving material amounts, known to the officers of Parent, the Borrower or any Restricted Subsidiary required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (d) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) (i) an unaudited pro forma consolidated balance sheet of the Borrower and related pro forma statement of income as of and for the twelve-month period ending on the last day of the most recently completed four-Fiscal Quarter period ended at least sixty days prior to the Closing Date through (or if the end of the most recently completed four-Fiscal Quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date), prepared after giving effect to as if the Closing Date Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such income statement) and including (ii) the combined unaudited balance sheet of the Perrigo Entities for the Fiscal Year ending December Quarter ended March 31, 2024 2019 and each other Fiscal Quarter thereafter ended at least sixty days prior to the Closing Date (or if the end of the most recently completed four-Fiscal Quarter period is the end of a Fiscal Year, ended at least ninety days before the Closing Date) and the related unaudited statements of income, as prepared by management for the Fiscal Quarter then ended. Such financial statements (i) have been prepared in good faith by the Borrower based upon (A) the assumptions stated therein (which assumptions are believed by the Borrower on the date of delivery thereof and on the Closing Date to be reasonable), (B) accounting principles consistent with the accounting principles applied to the historical financials of the Borrower and the Perrigo Entities and (C) the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect all adjustments required to be made to give effect to the Closing Date Transactions, (iii) have been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) consistently applied throughout the applicable period covered thereby and (iv) present fairly the pro forma consolidated financial position and results of operations of Parent, the Borrower and its Restricted Subsidiaries as of such date and for such periods, assuming that the Closing Date Transactions occurred as of such date or at the beginning of such period, as applicable. (e) There has also been furnished to the Administrative Agent (for distribution to each of the Lenders), for Parent, the Borrower and their Restricted Subsidiaries (i) forecasts for the 2020 Fiscal Quarter thereafterYear and (ii) projections for the 2020 Fiscal Year. Such forecasts and projections were prepared in good faith on the basis of assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of their delivery and represented, at the time of delivery, the Borrower’s best estimate of its future financial conditions and performance. To the knowledge of the Credit Parties, as of the Closing Date, no facts exist that (individually or in the aggregate) would reasonably be expected to result in any material adverse change in any of such forecasts or projections (taken as a whole). Such forecasts and projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as As of the Closing Date (it being understood Date, such forecasts and agreed that such projections are as to future events based upon reasonable estimates and are not to be viewed as facts, subject to significant uncertainties assumptions and contingencies, many reflect the reasonable estimates of which are beyond control, no assurance can be given that the projections will be realized, Credit Parties of the results of operations and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There has Each of (i) the audited consolidated balance sheet of PBE as at December 31, 2013 and the related consolidated statements of income, retained earnings and cash flows of PBE for the fiscal year then ended, certified by Ernst & Young and (ii) subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the unaudited consolidated balance sheets of PBE as at the end of the Fiscal Quarter ended March 31, 2014 and the related consolidated statements of income, retained earnings and cash flows of PBE for such Fiscal Quarter, copies of each of which have been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, fairly present in all material respects the consolidated financial position, results of operations and a consolidated statements cash flow of income or operations, cash flows PBE as at the dates indicated and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared periods indicated in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessGAAP. (b) There On the Closing Date, (i) none of the Loan Parties has any material liability or other obligation (including Indebtedness, Guaranties, contingent liabilities and liabilities for Taxes, long-term leases and unusual forward or long-term commitments) that is not reflected in the financial statements referred to in clause (a) above or in the notes thereto and not otherwise permitted by this Agreement and (ii) since the date of the unaudited financial statements referenced in clause (a)(ii) above, there has been furnished no sale of any material property of any Loan Party and no purchase or other acquisition of any material property, other than in connection with the Transactions. (c) The Projections have been prepared by the Borrower in light of the past operations of the business of PBE and its Subsidiaries and reflect projections for the 4-year period beginning on January 1, 2014 on a quarter-by-quarter basis for the first year and on a year-by-year basis thereafter. As of the Closing Date, the Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes to be reasonable and fair in light of conditions and facts known to the Administrative Agent (for distribution to each Borrower as of the LendersClosing Date and reflect the good faith estimates by the Borrower of the future consolidated financial performance of the Borrower and its Subsidiaries and the other information projected therein for the periods set forth therein. (i) an The unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished Borrower delivered to the Administrative Agent (for distribution prior to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31date hereof, 2024 and for each Fiscal Quarter thereafter. Such projections have has been prepared as of April 30, 2014 and reflects as of such date, on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith funding of the Loans and the application of the proceeds thereof, the consolidated financial condition of the Borrower, and the assumptions expressed therein are reasonable based on assumptions that are believed in good faith the information available to be reasonable in light of the facts Borrower at such date and circumstances known on and as of the Closing Date and (it being understood ii) the unaudited consolidated statement of income of the Borrower delivered to the Administrative Agent prior to the date hereof has been prepared in respect of the most recently ended twelve month period for which internal financial statements are available and agreed that reflects as of such projections are as to future events period, on a pro forma basis, the consolidated results of operations of the Borrower at the end of such period and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that on the projections will be realizedClosing Date, and actual results may materially differ from the projections)assumptions expressed therein are reasonable based on the information available to the Borrower at such date and on the Closing Date.

Financial Statements; Projections. (a) There has The balance sheet of the Borrower as at September 30, 1995, and the draft balance sheet of the Borrower as at December 31, 1995 and the related income statements and statements of cash flow of the Borrower for the fiscal periods then ended, and the accompanying notes, copies of which have been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet of the Parent and its Subsidiaries as of December 31Bank, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Parent and its Subsidiaries Borrower as of the date thereof at such dates and the results of the operations of the Borrower for the Fiscal Year then ended and their results of operationsperiods covered by such statements, cash flows and changes in shareholders’ equity for the period covered thereby all in accordance with GAAP consistently applied throughout applied. As of the period covered therebydate hereof, except as expressly noted thereinthere are no liabilities of the Borrower, and (iii) show all material Indebtedness and other liabilities, direct fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since December 31, 1995, and the liabilities created by this Agreement. No information, exhibit or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading. Since the date of the Parent and its Subsidiaries as most recent financial statements delivered to the Bank hereunder through the date of this Agreement, there has been no material adverse change in the condition (financial or otherwise), business, operations or, to the knowledge of the Borrower, prospects of the Borrower. After the date thereofof this Agreement to the extent that this representation is deemed made, including liabilities for all federal and other there shall have been no material Taxesadverse change in the condition (financial or otherwise), material commitments and Indebtednessbusiness, operations or, to the knowledge of the Borrower, prospects of the Borrower. (b) There The Borrower has been furnished also delivered to the Administrative Agent (for distribution to each Bank projections of the Lenders) an unaudited consolidated balance sheet future operations of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafterBorrower. Such projections have been prepared on a pro forma basis after giving effect to represent the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light best estimates of the facts and circumstances known on and Borrower as of the Closing Date (it being understood and agreed that the Borrower does not expect any material deviation from such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections).

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) Borrower and its Restricted Subsidiaries on a consolidated balance sheet of basis for the Parent and its Subsidiaries as of fiscal year ended December 31, 2023 in draft form2004, which is in form audited financial statements for the fiscal year ended December 31, 2004 and substance satisfactory unaudited financial statements for the quarter ended March 31, 2005 and the month ended April 30, 2005, which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Agreement Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Restricted Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Restricted Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Agreement Date or pursuant to Section 6.1, 6.2 or 6.3 hereof, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Restricted Subsidiaries taken as of such date involving a whole and no material amounts, known to the officers anticipated losses of the Parent or any Subsidiary, required to be Borrower and its Restricted Subsidiaries taken as a whole other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (for distribution to each of the Lendersii) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect The Borrower has delivered to the transactions contemplated herebyAdministrative Agent and the Lenders projections for fiscal years 2005 through 2012. Such projections were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the date hereof, and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of date hereof no facts which are beyond control, no assurance can be given that known to the projections will be realized, and actual results may materially differ from Borrower which the Borrower believes would cause a material adverse change in such projections).

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a audited consolidated balance sheet of the Parent and its Subsidiaries as of at December 31, 2023 in draft form, which is in form and substance satisfactory to the Administrative Agent2005, and a consolidated statements of income or operations, and cash flows and shareholders’ equity flow of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial certified by PriceWaterhouseCoopers. Such balance sheet and statements (i) of income and cash flow have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustmentsended. There are no contingent liabilities of the Parent or any Subsidiary of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or any Subsidiarythe Borrower, required to be which were not disclosed in such balance sheet and the notes related thereto thereto (b) There has been furnished to the Administrative Agent an unaudited consolidated balance sheet of the Parent and its Subsidiaries as at September 30, 2006, and unaudited consolidated statements of income and cash flow of the Parent and its Subsidiaries for the period(s) then ended. Such balance sheet and statements of income and cash flow have been prepared in accordance with GAAP and fairly present the financial condition of the Parent and its Subsidiaries as at the close of business on the date thereof and the results of operations for the period(s) then ended. There are no contingent liabilities of the Parent or any of its Subsidiaries as of such date involving material amounts, known to the officers of the Parent or the Borrower, which were not disclosed in such balance sheet and the notes related thereto. (c) There has also been furnished to the Administrative Agent (for distribution to the Projections and the Business Plan, in each case, on a consolidated basis. To the knowledge of the LendersParent and its Subsidiaries, no facts exist that (individually or in the aggregate) integrated multi-year would result in any material change in any of such projections of (x) Excess Availability taken as a whole). The Projections and (y) the consolidated balance sheets Business Plan are based upon reasonable estimates and statements of income or operations assumptions and cash flows reflect the reasonable estimates of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts results of operations and circumstances known on and as of the Closing Date other information projected therein (it being understood and agreed that such projections are as to not a guarantee of future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projectionsperformance).

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the consolidated balance sheets and related statements of income, stockholders' equity and cash flows of the LendersAcquired Business (i) a consolidated balance sheet as of and for the fiscal years ended December 30, 2000, December 29, 2001, December 28, 2002, December 27, 2003 and January 1, 2005 audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (ii) as of and for the nine-month periods ended September 30, 2003 and September 30, 2005 and for the comparable period of the Parent preceding fiscal years (which, in the case of the financial statements dated September 30, 2003, shall have been subject to a SAS 100 review), in each case, certified by the chief financial officer of Borrower. Such financial statements and its Subsidiaries as of December 31, 2023 in draft form, which is in form and substance satisfactory all financial statements delivered pursuant to the Administrative AgentSections 5.01(a), and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (ib) have been prepared in accordance with GAAP consistently applied throughout (except, in the period covered therebycase of Sections 5.01(b), except as otherwise expressly noted therein, (iifor the absence of notes thereto) and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following Acquired Business as of the Closing Date through and including the Fiscal Year ending December 31, 2024 dates and for each Fiscal Quarter thereafterthe periods to which they relate. Such projections have been prepared on Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect. (b) Borrower has heretofore delivered to the Lenders the Acquired Business's unaudited and estimated pro forma basis consolidated balance sheet and statements of income and cash flows and estimated pro forma EBITDA for the fiscal year ended December 27, 2003, after giving effect to the transactions contemplated herebyJanuary 2004 Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such projections were estimated pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the January 2004 Transactions, and present fairly the estimated pro forma consolidated financial position and results of operations of the Acquired Business as of such date and for such periods, assuming that the January 2004 Transactions had occurred at such dates. (c) The forecasts of financial performance of Holdings and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions that are believed by Borrower to reasonable. (d) Since December 28, 2002 there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished U.S. Borrower has, prior to the Administrative Agent Original Closing Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of U.S. Borrower (i) as of and for distribution to each the fiscal years ended December 31, 2000, December 31, 2001 and December 31, 2002, audited by and accompanied by the unqualified opinion of Ernst & Young, LLP, independent public accountants, and (ii) as of and for the nine-month period ended September 30, 2003 and for the comparable period of the Lenderspreceding fiscal year, in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (b) have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower as of the dates and for the periods to which they relate. Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Senior Subordinated Note Documents and the New Senior Subordinated Note Documents. (b) U.S. Borrower has, prior to the Original Closing Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA for the Parent and its Subsidiaries as of fiscal year ended December 31, 2023 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in draft form, which is in form and substance satisfactory each case after giving effect to the Administrative Agent, Transactions as if they had occurred on such date in the case of the balance sheet and a consolidated as of the beginning of all periods presented in the case of the statements of income or operationsand cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Original Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheets and related statements of income and cash flows of each of U.S. Borrower and shareholdersMW as of and for July 3, 2004 and the comparable six-month period of the preceding fiscal year, in each case, subject to a review in accordance with the standards of the Public Company Accounting Oversight Board performed by Ernst & Young, LLP, the independent registered public accounting firm used by the Companies, and in each case, certified by the chief financial officer of U.S. Borrower. Such financial statements have been prepared in accordance with GAAP and present fairly and accurately, in all material respects, the financial condition and results of operations and cash flows of U.S. Borrower or MW, as applicable, as of the dates and for the periods to which they relate. (d) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for the fiscal year ended December 31, 2003, and for the six-month period ended July 3, 2004, as well as its pro forma consolidated balance sheet as of July 3, 2004 and pro forma EBITDA for the twelve-month period ended July 3, 2004, in each case after giving effect to the Second Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Second Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Second Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Second Amendment Transactions had occurred at such dates. (e) U.S. Borrower has, prior to the Third Amendment Effectiveness Date, delivered to the Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alenco as of and for the fiscal years ended March 28, 2003, April 2, 2004 and April 1, 2005, audited by and accompanied by the unqualified opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (in the case of the Parent 2005 financials) and its Subsidiaries for ▇▇▇▇ & Associates LLP (in the Fiscal Year then endedcase of the 2004 and 2003 financials), which independent public accountants. Such financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition position of the Parent and its Subsidiaries Alenco as of the date thereof dates indicated and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessended. (bf) There has been furnished U.S. Borrower has, prior to the Administrative Agent (Third Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower’s unaudited pro forma statement of income and pro forma EBITDA for distribution to each of the Lenders) an unaudited fiscal year ended December 31, 2005, as well as its pro forma consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January December 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month2005, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis case after giving effect to the transactions contemplated herebyThird Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such projections were pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Third Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Third Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Third Amendment Transactions had occurred at such dates. (g) The forecasts of financial performance of Parent and its subsidiaries furnished to the Lenders have been prepared in good faith by U.S. Borrower and based on assumptions that are believed by U.S. Borrower to reasonable. (h) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There HCN has been heretofore furnished to the Administrative Agent (for distribution to each of the Lenders) a Lender an audited consolidated and related consolidating balance sheet of the Parent HCN and its Subsidiaries as of at December 31, 2023 in draft form, which is in form 1997 and substance satisfactory to the Administrative Agent, notes thereto and a the related consolidated statements of income or operationsincome, stockholders' equity and cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then endedended as examined and certified by Ernst & Young, which and unaudited consolidated and consolidating interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated and consolidating balance sheets and related consolidated and consolidating statements of income, stockholders' equity and cash flows, in each case without notes, for and as of the end of the nine-month period ending September 30, 1998. Except as set forth therein, such financial statements (iincluding the notes thereto) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) present fairly present the financial condition of the Parent HCN and its Subsidiaries as of the date thereof end of such Fiscal Year and nine-month period and results of their operations and the results of operations changes in its stockholders' equity for the Fiscal Year and interim period then ended and their results of operationsended, cash flows and changes all in shareholders’ equity for the period covered thereby in accordance conformity with GAAP consistently applied throughout on a Consistent Basis, subject however, in the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, case of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness.unaudited interim statements to year end audit adjustments; (b) There since the later of (i) the date of the audited financial statements delivered pursuant to Section 7.11(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to Section 8.1(a) hereof, there has been furnished to no material adverse change in the Administrative Agent (for distribution to each condition, financial or otherwise, of the Lenders) an unaudited consolidated balance sheet HCN or any of the Parent and its Subsidiaries as of or in the close of the Fiscal Month ending January 31businesses, 2024properties, and unaudited consolidated statements of income performance, prospects or operations and cash flow of the Parent and HCN or its Subsidiaries Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of the close any fire, explosion, earthquake, accident, strike, lockout, combination of such Fiscal Monthworkers, in each caseflood, certified by a Financial Officer embargo or act of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto.God; and (c) There except as set forth in the financial statements referred to in Section 7.11(a) or in Schedule 9.2 or permitted by Section 9.2, neither Borrower nor any Subsidiary has been furnished to incurred, other than in the Administrative Agent (for distribution to each ordinary course of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income business, any material Indebtedness, Contingent Obligation or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of other commitment or liability which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)remains outstanding or unsatisfied.

Financial Statements; Projections. (a) There The Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (for distribution to each of i) the Lenders) a unaudited consolidated balance sheet as of October 31, 2011 and related statements of income and cash flows of Borrower and its consolidated Subsidiaries for the 10 months ended October 31, 2011 and (ii) the consolidated balance sheets and related statements of income and cash flows of the Parent and its Subsidiaries Borrower as of and for the fiscal year ended December 31, 2023 in draft form, which is in form 2011 and substance satisfactory to the Administrative Agent, consolidated balance sheets and a consolidated related statements of income or operations, and cash flows and shareholders’ equity of the Parent Borrower and its consolidated Subsidiaries for the Fiscal Year then endedfiscal years ended December 31, which 2008, December 31, 2009 and December 31, 2010, audited by and accompanied by the opinion of KPMG LLP, independent public accountants, and certified by the chief financial officer of the Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout (in the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the case of financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished statements delivered pursuant to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered therebySections 5.01(c), subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet adjustments and the notes related thereto absence of footnotes) and present fairly and in accordance with GAAP which were not disclosed in such balance sheet all material respects the financial condition and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each results of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower as of the dates and its Subsidiaries for each Fiscal Month following the periods to which they relate. Except as set forth in such financial statements and other than the commencement of the Chapter 11 Cases, there are no post-Petition Date liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a post-Petition Date liability, other than liabilities under the Loan Documents. (b) [Reserved]. (c) The forecasts of financial performance of the Borrower, including the 13-Week Budget delivered on the Closing Date through (and including the Fiscal Year ending December 31Monthly Forecast delivered in accordance with Section 4.03 hereof), 2024 projected income statements, statements of cash flows and for each Fiscal Quarter thereafter. Such projections balance sheets, and its subsidiaries furnished to the Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Borrower and based on assumptions that are believed in good faith by the Borrower to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections forecasts are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, contingencies and that no assurance can be representation or warranty is given that the projections any forecast will be realized, and actual results may materially differ from the projections). (d) [Reserved].

Financial Statements; Projections. (a) There has been furnished U.S. Borrower has, prior to the Administrative Agent (for distribution Original Closing Date, delivered to each of the Lenders) a Lenders the consolidated balance sheet sheets and related statements of the Parent income, stockholders' equity and its Subsidiaries cash flows of U.S. Borrower (i) as of and for the fiscal years ended December 31, 2023 in draft form2000, which is in form December 31, 2001 and substance satisfactory to December 31, 2002, audited by and accompanied by the Administrative Agentunqualified opinion of Ernst & Young, LLP, independent public accountants, and a consolidated statements (ii) as of income or operationsand for the nine-month period ended September 30, cash flows 2003 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of U.S. Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly and accurately, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition and results of the Parent operations and its Subsidiaries cash flows of U.S. Borrower as of the date thereof dates and for the periods to which they relate. Except as set forth in such financial statements, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the Senior Subordinated Note Documents and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessNew Senior Subordinated Note Documents. (b) There has been furnished U.S. Borrower has, prior to the Administrative Agent (Original Closing Date, delivered to the Lenders U.S. Borrower's unaudited pro forma consolidated balance sheet and statements of income and cash flows and pro forma EBITDA for distribution the fiscal year ended December 31, 2002, and as of and for the nine-month period ended September 30, 2003 and for the four-quarter period ended September 30, 2003, in each case after giving effect to each the Transactions as if they had occurred on such date in the case of the Lendersbalance sheet and as of the beginning of all periods presented in the case of the statements of income and cash flows. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions were believed by the Loan Parties on the Original Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) an U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders the unaudited consolidated balance sheet of the Parent sheets and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated related statements of income or operations and cash flow flows of each of U.S. Borrower and MW as of and for July 3, 2004 and the comparable six-month period of the Parent and its Subsidiaries as preceding fiscal year, in each case, subject to a review in accordance with the standards of the close of such Fiscal MonthPublic Company Accounting Oversight Board performed by Ernst & Young, LLP, the independent registered public accounting firm used by the Companies, and in each case, certified by a Financial Officer the chief financial officer of the ParentU.S. Borrower. Such balance sheet and statement of income or operations and cash flows financial statements have been prepared in accordance with GAAP consistently applied throughout the period covered therebyand present fairly and accurately, except as otherwise expressly noted thereinin all material respects, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of U.S. Borrower or MW, as applicable, as of the Parent dates and its Subsidiaries for each Fiscal Month following the Closing Date through periods to which they relate. (d) U.S. Borrower has, prior to the Second Amendment Effectiveness Date, delivered to the Lenders U.S. Borrower's unaudited pro forma statement of income and including pro forma EBITDA for the Fiscal Year ending fiscal year ended December 31, 2024 2003, and for each Fiscal Quarter thereafter. Such projections have been prepared on a the six-month period ended July 3, 2004, as well as its pro forma basis consolidated balance sheet as of July 3, 2004 and pro forma EBITDA for the twelve-month period ended July 3, 2004, in each case after giving effect to the transactions contemplated herebySecond Amendment Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statement of income. Such projections were pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Second Amendment Effectiveness Date to be reasonable), are based on the best information available to the Loan Parties as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Second Amendment Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of U.S. Borrower as of such date and for such periods, assuming that the Second Amendment Transactions had occurred at such dates. (e) The forecasts of financial performance of Parent and its subsidiaries furnished to the Lenders have been prepared in good faith by U.S. Borrower and based on assumptions that are believed by U.S. Borrower to reasonable. (f) Since December 31, 2002, there has been no event, change, circumstance or occurrence that, individually or in good faith the aggregate, has had or could reasonably be expected to be reasonable result in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished The Borrower has, prior to the Administrative Agent (for distribution Closing Date, delivered to each of the Lenders) a Lenders the consolidated balance sheet sheets of the Parent and its Subsidiaries Alcoa (i) as of December 31, 2023 2004 and December 31, 2005 and related statements of income, stockholders’ equity and cash flows of Alcoa for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, audited by and accompanied by the unqualified opinion (other than the qualification related to adoption by Alcoa of first-in, first-out method of accounting on January 1, 2003) of PricewaterhouseCoopers LLP, independent public accountants and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Alcoa prepared in draft formaccordance with GAAP (except as set forth in the Alcoa Purchase Agreement) for each fiscal period ending after December 31, which is in form 2005 and substance satisfactory prior to 30 days prior to the Administrative Agent, Closing Date and a consolidated statements of income or operations, cash flows and shareholders’ equity for the comparable periods of the Parent and its Subsidiaries for preceding fiscal year, in each case to the Fiscal Year then ended, which extent available. Such financial statements (i) have been prepared in accordance with GAAP (except as set forth in the Alcoa Purchase Agreement) consistently applied throughout the period covered therebyand present fairly, except as otherwise expressly noted thereinin all material respects, (ii) fairly present the financial condition position of the Parent and its Subsidiaries Alcoa as of the date thereof dates indicated and the results of operations for the Fiscal Year periods then ended and their results ended. Except as set forth in such financial statements, there are no liabilities of operationsAlcoa of any kind, cash flows and changes whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereina Material Adverse Effect, and (iii) show all material Indebtedness there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents, the First Lien Loan Documents, the Senior Subordinated Note Documents and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessNew Senior Subordinated Note Documents. (b) There has been furnished the Borrower has, prior to the Administrative Agent (Closing Date, delivered to the Lenders the Borrower’s unaudited pro forma statement of income and pro forma EBITDA for distribution to each of the Lenders) an unaudited fiscal year ended December 31, 2005, and for the six-month period ended July 1, 2006, as well as its pro forma consolidated balance sheet as of July 1, 2006, in each case after giving effect to the Alcoa Acquisition Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements statement of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parentincome. Such balance sheet and statement of income or operations and cash flows pro forma financial statements have been prepared in accordance with GAAP consistently applied throughout good faith by the period covered therebyLoan Parties, except as otherwise expressly noted thereinbased on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), and fairly present are based on the financial condition of best information available to the Parent and its Subsidiaries Loan Parties as of the date thereof of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Alcoa Acquisition Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities operations of the Parent or any Subsidiary Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Alcoa Acquisition Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There has been The forecasts of financial performance of Parent and its subsidiaries furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Borrower and based on assumptions that are believed in good faith by the Borrower to be reasonable reasonable. (d) Since December 31, 2005, there has been no event, change, circumstance or occurrence that, individually or in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as aggregate, has had or could reasonably be expected to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)result in a Material Adverse Effect.

Financial Statements; Projections. (ai) There The Borrower has been furnished or caused to be furnished to the Administrative Agent (and the Lenders a Form 10-K for distribution to each of the Lenders) a consolidated balance sheet of the Parent Borrower and its Subsidiaries as of on a consolidated basis for the fiscal year ended December 31, 2023 in draft form1998, which is in form audited financial statements for the fiscal year ended December 31, 1998 and substance satisfactory unaudited for the quarter ended June 30, 1999 and the month ended July 31, 1999, which, together with other financial statements furnished to the Administrative Agent, and a consolidated statements of income or operations, cash flows and shareholders’ equity of Lenders subsequent to the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (i) Agreement Date have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and present fairly present in all material respects the financial condition position of the Parent Borrower and its Subsidiaries on a consolidated and consolidating basis, as of the date thereof case may be, on and as at such dates and the results of operations for the Fiscal Year periods then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Monthsubject, in each casethe case of unaudited financial statements, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end and audit adjustments). There None of the Borrower or any of its Subsidiaries has any material liabilities, contingent or otherwise, other than as disclosed in the financial statements most recently delivered on the Agreement Date or pursuant to Section 6.1, 6.2 or 6.3 hereof, and there are no contingent liabilities material unrealized losses of the Parent or any Subsidiary Borrower and its Subsidiaries taken as of such date involving a whole and no material amounts, known to the officers anticipated losses of the Parent or any Subsidiary, required to be Borrower and its Subsidiaries taken as a whole other than those which have been previously disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished writing to the Administrative Agent and the Lenders and identified as such. (ii) The Borrower has delivered to the Administrative Agent and the Lenders projections for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date fiscal years 1999 through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter2005. Such projections have been prepared on a pro forma basis after giving effect to assume the consummation of the transactions contemplated hereby. Such projections in the Texas Acquisition Agreement, were prepared by the Borrower in good faith and based on the basis of assumptions that are believed in good faith to be the Borrower believes were reasonable in light of the facts conditions existing at the time of preparation thereof and circumstances known on remain reasonable as of the date hereof, and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of date hereof no facts which are beyond control, no assurance can be given that known to the projections will be realized, and actual results may materially differ from Borrower which the Borrower believes would cause a material adverse change in such projections).

Financial Statements; Projections. The Borrower shall deliver to the Agent (which shall promptly make available to each Lender): (a) There has been furnished as soon as available, but not later than (x) August 15, 2017, with respect to the Administrative Agent fiscal year ending December 31, 2016, and (for distribution to y) 90 days after the end of each fiscal year thereafter, a copy of the Lenders) a audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of December 31, 2023 in draft form, which is in form such year and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operationsincome, cash flows and shareholders’ equity of and cash flows for such year, setting forth in each case in comparative form the Parent and its Subsidiaries figures for the Fiscal Year then endedprevious fiscal year, and accompanied by the report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm (the “Independent Auditor”) which financial statements report shall (i) have been prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinGAAP, (ii) fairly present to the financial condition extent required to be provided pursuant to the rules and regulations of the Parent SEC, include the attestation report of the Independent Auditor on management’s assessment of the effectiveness of the Borrower’s internal controls over financial reporting as of the end of such fiscal year as set forth in the Borrower’s report on Form 10-K for such fiscal year and (iii) not be qualified as to “going concern” or qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower’s or any Subsidiary’s records; provided that if the Independent Auditor’s report with respect to such consolidated financial statements is a combined report (that is, one report containing both an opinion on such consolidated financial statements and an opinion on internal controls over financial reporting), then such report may include a qualification or limitation relating to the Borrower’s system of internal controls over financial reporting due to the exclusion of any acquired business from the Independent Auditor’s management report on internal controls over financial reporting to the extent such exclusion is permitted under provisions published by the SEC or other applicable Governmental Authority; (b) as soon as available, but not later than 45 days (or, in the case of the fiscal quarters ending September 30, 2016 and March 31, 2017, 60 days) after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the date thereof end of such fiscal quarter and the related consolidated statements of income, shareholders’ equity and cash flows for the period commencing on the first day and ending on the last day of such fiscal quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to good faith year-end and audit adjustments and the absence of footnotes), the financial position and the results of operations of the Borrower and its Subsidiaries; (c) as soon as available, and in any event no later than (x) August 15, 2017, with respect to the fiscal year ending December 31, 2016 and (y) 60 days after the end of each fiscal year of the Borrower thereafter, a detailed consolidated budget for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and current fiscal year (iii) show all material Indebtedness and other liabilities, direct or contingent, including a projected consolidated balance sheet of the Parent Borrower and its Subsidiaries as of the date thereofend of the following fiscal year, including liabilities for all federal and other the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material Taxes, material commitments and Indebtedness.respect; (bd) There has been furnished prior to the Administrative Agent Compliance Date, on or before the tenth (10th) Business Day of each calendar month, consolidated forecasts of cash flows for distribution the Borrower and its Subsidiaries for at least the thirteen (13) weeks following each such delivery date in form and detail substantially consistent with the forecasts provided by the Borrower to the lenders under the Senior Secured Credit Agreement, together with reports reconciling actual cash flows for the Borrower and its Subsidiaries with the previously-delivered weekly forecasts of cash flows for each calendar week that includes one or more Business Days that occurred during the preceding calendar month (but excluding any calendar week covered by a previous reconciliation report hereunder), in each case in form and detail substantially consistent with the form of the Lendersreport provided by the Borrower to the lenders under the Senior Secured Credit Agreement, and any failure to deliver any such forecast or reconciliation report shall constitute a new and immediate Event of Default without regard to any otherwise applicable notice, cure or grace period; and (e) an as soon as available, but not later than March 31, 2017, a copy of the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of 2016 and the close of the Fiscal Month ending January 31, 2024, and unaudited related consolidated statements of income or operations income, shareholders’ equity and cash flow of the Parent and its Subsidiaries as of the close of flows for such Fiscal Monthyear, setting forth in each casecase in comparative form the figures for the previous fiscal year, certified by a Financial Responsible Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared as fairly presenting, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes footnotes and to normal year-end any good faith adjustments that may arise in connection with the Borrower’s financial accounting remediation and audit adjustments. There are no contingent liabilities process), the financial position for the periods indicated and the results of operations of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Subsidiaries.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent Lenders the (for distribution to each of the Lendersi) a consolidated balance sheet of the Parent and its Subsidiaries Borrower as of December 31February 29, 2023 in draft form2004, which is in form audited by and substance satisfactory to accompanied by the Administrative Agentunqualified opinion of Murrell, Hall, ▇▇▇▇▇▇▇▇ & Co., PLLP, independent public accountants, certified by the chief financial officer of Borrower. Such financial statement and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) and fairly present in all material respects the financial condition and results of the Parent operations and its Subsidiaries cash flows of Borrower as of the date thereof dates and the results of operations for the Fiscal Year then ended and their results periods to which they relate. Except as set forth in such financial statements, there are no liabilities of operationsany Company of any kind, cash flows and changes whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted thereina Material Adverse Effect, and (iii) show all material Indebtedness and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a Material Adverse Effect, other liabilities, direct or contingent, of than liabilities under the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and IndebtednessLoan Documents. (b) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders Borrower's unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent EBITDA and its Subsidiaries other operating data as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered therebyDecember 23, subject 2003 to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amountsFebruary 29, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto2004. (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the Closing Date through period February 29, 2004 to February 28, 2010. (d) The forecasts of financial performance of Borrower and including its Subsidiaries furnished to the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections Lenders have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by Borrower and based on assumptions that are believed in good faith by Borrower to be reasonable in light of the facts and circumstances known on and as of the Closing Date Date. (it being understood and agreed that such projections are as e) Since February 29, 2004 there has been no event, change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)result in a Material Adverse Effect.

Financial Statements; Projections. (a) There The Borrower has been --------------------------------- furnished to the Administrative Agent Lender (for distribution to each of i) the Lenders) a audited consolidated balance sheet of the Parent Borrower and its Subsidiaries as of December 31September 30, 2023 in draft form, which is in form 2001 and substance satisfactory to the Administrative Agent, and a related consolidated statements of income or operations, shareholders' equity and cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year fiscal year then ended, which financial statements (i) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ended audited by PricewaterhouseCoopers LLP and (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of December 31, 2001, and the related unaudited consolidated statements of operations and cash flows for the fiscal quarter and year-to-date period then ending, certified by a Responsible Officer. Such financial statements fairly present, in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the close consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the Fiscal Month ending January 31statements referred to in clause (ii). Since September 30, 20242001, except for matters that have been disclosed to the Lender, there have been no changes with respect to the Borrower and unaudited its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (b) The projections of the Borrower and its Subsidiaries on a consolidated statements of income or operations basis, balance sheets and cash flow statements for the Borrower's fiscal year ending September 2003, copies of which have been delivered to the Lender, are based on reasonable estimates and assumptions, have been prepared on the basis of assumptions stated therein and reflect the reasonable estimates of the Parent Borrower and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries (as of the date thereof and thereof) of the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)other information projected therein.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the LendersBorrower, ▇▇▇▇▇▇ and Bridgehouse Marine (i) a consolidated balance sheet of the Parent and its Subsidiaries as of and for the fiscal years ended December 31, 2023 2013, December 31, 2012 and December 31, 2011 audited by and accompanied by the unqualified opinion of, in draft formthe case of (x) Borrower BDO USA, which is in form LLP, independent public accountants, (b) ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants and substance satisfactory (y) Bridgehouse Marine, BDO ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, independent public accountants, (ii) with respect to Borrower and ▇▇▇▇▇▇, as of and for the Administrative Agentsix-month period ended June 30, 2014 and a consolidated statements of income or operations, cash flows and shareholders’ equity for the comparable period of the Parent preceding fiscal year, in each case, certified by the chief financial officer of Borrower and its Subsidiaries for (iii) with respect to Bridgehouse Marine, the Fiscal Year then ended, which most recent internal financial statements. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP (or, with respect to Bridgehouse Marine, UK GAAP) consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered therebyof each of Borrower, except as otherwise expressly noted therein, ▇▇▇▇▇▇ and fairly present the financial condition of the Parent and its Subsidiaries Bridgehouse Marine as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There As of the Closing Date, except as set forth in such financial statements, there are no contingent material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Parent or any Subsidiary Lenders the forecasts of financial performance of (x) Borrower and its Subsidiaries for the fiscal year 2014, (y) Borrower and its Subsidiaries (other than ▇▇▇▇▇▇, Bridgehouse Marine and their respective Subsidiaries) for each fiscal year 2015 through 2019 and (z) Bridgehouse Marine and its Subsidiaries for each fiscal year 2014 through 2019 (the “Projections”). The Projections have been prepared in good faith by the Loan Parties and based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the best information available to the Loan Parties as of such the date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet hereof and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoClosing Date. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending Since December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have 2013, there has been prepared on no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, either individually or in the aggregate, a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent Lenders (for distribution to each of i) the Lenders) a consolidated balance sheet sheets and related statements of the Parent income, stockholders’ equity and its Subsidiaries cash flows of Borrower (A) as of and for the fiscal years ended December 31, 2023 2012, December 31, 2011, and December 31, 2010, audited by and accompanied by the unqualified opinion of PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the nine-month period ended September 30, 2013, and for the comparable period of the preceding fiscal year, in draft formeach case, certified by the chief financial officer of Borrower and (ii) the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Target as of and for the fiscal years ended September 30, 2012, and September 30, 2011, audited by and accompanied by the unqualified opinion (except in the case of the Target’s financial statements ended September 30, 2012, which is in form and substance satisfactory are qualified solely with respect to the Administrative Agentfair value of redeemable shares) of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (S.E.N.C.R.L.), and a consolidated statements independent public accountants, in each case, certified by the chief financial officer of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP (or, in the case of the Target’s financial statements in clause (ii) above, IFRS) consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholdersstockholders’ equity for of Borrower and the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyAcquired Business, except as expressly noted thereinapplicable, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereofdates and for the periods to which they relate (subject to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, including there are no material liabilities for all federal and other material Taxesof any Company of any kind, material commitments and Indebtednesswhether accrued, contingent, absolute, determined, determinable or otherwise, and, to the knowledge of any Loan Party, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of the Lenders) an Lenders Borrower’s unaudited pro forma consolidated balance sheet and statements of income (but not a pro forma statement of cash flows) for the twelve-month period ended September 30, 2013, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the Parent balance sheet and its Subsidiaries as of the close beginning of all periods presented in the case of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of flows. Such pro forma financial statements (A) have been prepared in good faith by the Parent Loan Parties, based upon (i) the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and its Subsidiaries on the Closing Date to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above and (iii) the best information available to the Loan Parties as of the close date of such Fiscal Monthdelivery thereof, in each case(B) accurately reflect all adjustments required to be made to give effect to the Transactions, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows (C) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, (subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities adjustments and the absence of footnotes) consistently applied throughout the Parent or any Subsidiary applicable period covered, respectively, thereby, and (D) present fairly the pro forma consolidated financial position and results of operations of Borrower as of such date involving material amountsand for such periods, known to assuming that the officers of the Parent or any Subsidiary, required to be disclosed in Transactions had occurred at such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodates. (c) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each Lenders the forecasts of the Lenders) integrated multi-year projections financial performance of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent Borrower and its Subsidiaries for each Fiscal Month following the fiscal years 2013 – 2018, including forecasts of financial performance on a quarterly basis for the first eight fiscal quarters occurring after the Closing Date through and including (the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter“Projections”). Such projections The Projections have been prepared on a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith by the Loan Parties and based on upon (i) the assumptions that stated therein (which assumptions are believed in good faith by the Loan Parties on the date hereof and the Closing Date to be reasonable in light of reasonable), (ii) accounting principles consistent with the facts historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the periods covered thereby, and circumstances known on and (iii) the best information available to the Loan Parties as of the date hereof and the Closing Date Date. (it being understood and agreed d) Since August 31, 2013, there has been no event, change, circumstance, condition, development or occurrence that such projections are as has had, or could reasonably be expected to future events and are not to be viewed as factsresult in, subject to significant uncertainties and contingencieseither individually or in the aggregate, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)a Material Adverse Effect.

Financial Statements; Projections. (a) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) a consolidated balance sheet The audited financial statements of the Parent and its Subsidiaries as of December for the years ended March 31, 2023 in draft form20202023, which is in form March 31, 20192022 and substance satisfactory March 31, 20182021 have been delivered to the Administrative Agent, Lender and a consolidated statements of income or operations, cash flows and shareholders’ equity of the Parent and its Subsidiaries for the Fiscal Year then ended, which financial statements (iA) have been were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted therein, disclosed in the notes thereto and (iiB) fairly present present, in all material respects, the financial condition of the Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and the results of operations of the Parent and its Subsidiaries on a consolidated basis for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of disclosed in the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtednessnotes thereto. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an The unaudited consolidated balance sheet financial statements of the Parent for the quarters ended June 30, 20202023, September 30, 20202023 and its Subsidiaries as of the close of the Fiscal Month ending January December 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been 20202023 (A) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, thereby except as otherwise expressly noted thereindisclosed in the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP and (B) fairly present, and fairly present in all material respects, the consolidated financial condition of the Parent and its Subsidiaries on a consolidated basis as of the date dates thereof and the consolidated results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustments. There are no contingent liabilities of the Parent or any Subsidiary as of such date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have been prepared on a pro forma consolidated basis after giving effect to for the transactions contemplated hereby. Such projections were prepared periods covered thereby and in good faith accordance with GAAP consistently applied throughout the periods covered thereby except for normal yearendyear-end adjustments and based on assumptions as disclosed in the notes thereto and except that are believed in good faith to be reasonable in light of the facts and circumstances known on unaudited financial statements may not contain all footnotes required by GAAP. (c) On and as of the Closing Date (it being understood First Amendment Effective Date, the Projections are based on good faith estimates and agreed assumptions made by the management of the Parent believed to be reasonable at the time made; provided, however, that such projections are as to future events and the Projections are not to be viewed as facts, facts or as a guarantee of performance and are subject to significant uncertainties and contingencies, many of which are beyond control, that no assurance can be given that the projections any particular Projection will be realized, realized and that actual results during the period or periods covered by the Projections may differ materially differ from the projections)such Projections.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to each of Lenders the Lenders) a consolidated balance sheet sheets and related statements of the Parent operations, stockholders’ equity and cash flows of Borrower and its Subsidiaries Subsidiaries (i) as of and for the fiscal year ended December 31, 2023 in draft form2011 audited by and accompanied by the unqualified opinion of KPMG LLP, which is in form and substance satisfactory to the Administrative Agentindependent public accountants, and a consolidated statements (ii) as of income or operationsand for the nine (9) month period ended September 30, cash flows 2011 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a) and (ib) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present in all material respects the financial condition and results of the Parent operations and cash flows of Borrower and its Subsidiaries as of the date thereof dates and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and periods to which they relate (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There As of the dates of such financial statements, except as properly reflected in such financial statements, there are no contingent material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise. (b) Borrower has heretofore delivered to the Parent Lenders the forecasts of financial performance of Borrower and its Subsidiaries for the fiscal years 2010 – 2015 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Borrower based upon (i) the assumptions stated therein (which assumptions were believed by Borrower on the date of preparation of the Projections to be reasonable) and (ii) the best information reasonably available to, or any Subsidiary in the possession or control of, Borrower as of such the date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretodelivery thereof. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending Since December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have 2011, there has been prepared on no event, change, circumstance or occurrence that has had or could reasonably be expected to result in a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.

Financial Statements; Projections. (a) There Borrower has been furnished heretofore delivered to the Administrative Agent (for distribution to Lenders the consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the LendersBorrower and ▇▇▇▇▇▇ (i) a consolidated balance sheet of the Parent and its Subsidiaries as of and for the fiscal years ended December 31, 2023 2013, December 31, 2012 and December 31, 2011 audited by and accompanied by the unqualified opinion of, in draft formthe case of Borrower BDO USA, which is in form and substance satisfactory to the Administrative AgentLLP, independent public accountants, and a consolidated statements in the case off ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants and (ii) as of income or operationsand for the three-month period ended June 30, cash flows 2014 and shareholders’ equity for the comparable period of the Parent and its Subsidiaries for preceding fiscal year, in each case, certified by the Fiscal Year then ended, which chief financial officer of Borrower. Such financial statements and all financial statements delivered pursuant to Sections 5.01(a), (ib) and (c) have been prepared in accordance with GAAP consistently applied throughout the applicable period covered therebycovered, except as otherwise expressly noted thereinrespectively, (ii) thereby and present fairly present and accurately the financial condition of the Parent and its Subsidiaries as of the date thereof and the results of operations for the Fiscal Year then ended and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as expressly noted therein, and (iii) show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for all federal and other material Taxes, material commitments and Indebtedness. (b) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) an unaudited consolidated balance sheet of the Parent and its Subsidiaries as of the close of the Fiscal Month ending January 31, 2024, and unaudited consolidated statements of income or operations and cash flow of the Parent and its Subsidiaries as of the close of such Fiscal Month, in each case, certified by a Financial Officer of the Parent. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, of each of Borrower and fairly present the financial condition of the Parent and its Subsidiaries ▇▇▇▇▇▇ as of the date thereof dates and the results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, periods to which they relate (subject to the absence of foot notes and to normal year-end audit adjustmentsadjustments and the absence of footnotes). There As of the Closing Date, except as set forth in such financial statements, there are no contingent material liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability. (b) Borrower has heretofore delivered to the Parent or any Subsidiary Lenders the forecasts of financial performance of (x) Borrower and its Subsidiaries for the fiscal year 2014 and (y) Borrower and its Subsidiaries (other than ▇▇▇▇▇▇ and its Subsidiaries) for the fiscal year 2015 (the “Projections”). The Projections were prepared in good faith by the Borrower and based upon (i) the assumptions stated therein (which assumptions were believed by the Borrower on the closing date of the May 2014 Credit Agreement to be reasonable), (ii) accounting principles consistent with the historical audited financial statements delivered pursuant to Section 3.04(a) above consistently applied throughout the fiscal years covered thereby, and (iii) the best information available to the Borrower as of such the closing date involving material amounts, known to the officers of the Parent or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related theretoMay 2014 Credit Agreement. (c) There has been furnished to the Administrative Agent (for distribution to each of the Lenders) integrated multi-year projections of (x) Excess Availability and (y) the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries for each Fiscal Month following the Closing Date through and including the Fiscal Year ending Since December 31, 2024 and for each Fiscal Quarter thereafter. Such projections have 2013, there has been prepared on no event, change, circumstance, condition, development or occurrence that has had, or could reasonably be expected to result in, either individually or in the aggregate, a pro forma basis after giving effect to the transactions contemplated hereby. Such projections were prepared in good faith and based on assumptions that are believed in good faith to be reasonable in light of the facts and circumstances known on and as of the Closing Date (it being understood and agreed that such projections are as to future events and are not to be viewed as facts, subject to significant uncertainties and contingencies, many of which are beyond control, no assurance can be given that the projections will be realized, and actual results may materially differ from the projections)Material Adverse Effect.