Common use of Financial Statements Clause in Contracts

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. The Company has furnished you with (a) Each of (i) the following financial statements, identified by a principal financial officer of the Company: audited consolidated balance sheets of the Company Orchard and its Subsidiaries as at June 30of December 31, in 2004 and December 31, 2005, respectively, and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other operations, shareholders’ equity and comprehensive income (loss) and cash flows of the Company Orchard and its Subsidiaries for such yearsthe years then ended, all certified by KPMG Peat Marwickincluding the notes thereto (collectively, the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheets sheet of the Company Orchard and its Subsidiaries as at July 1of December 31, 2000 2006 and the related unaudited consolidated statements of operations and statements of patrons' and other operations, shareholders’ equity and comprehensive income (loss) and cash flows of the Company Orchard and its Subsidiaries for the Fiscal Year ending on July 1year then ended, 2000. Such financial including the condensed, consolidated footnotes thereto (collectively, the “Unaudited Financial Statements”), and (iii) the management prepared draft consolidated balance sheet of the Orchard and its Subsidiaries as of March 31, 2007 and the related management prepared draft consolidated statements of operations, shareholders’ equity and cash flows of the Orchard and its Subsidiaries for the period then ended (including any related schedules and/or notesthe “Draft Quarterly Statements”), (x) have been prepared from, and are true in accordance with, the books and correct records of the Orchard and its Subsidiaries, (y) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of the Orchard and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject, as subject in the case of Draft Quarterly Statements to interim statements, to changes resulting from audits and recurring year-end adjustments), audit adjustments normal in nature and amount) and (z) have been prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved, except, in each case, as indicated in such statements or in the notes thereto. The books and show all liabilities, direct and contingent, records of the Company Orchard and its Subsidiaries required to be shown have been, and are being, maintained in all material respects in accordance with such principlesGAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The balance sheets fairly present the condition Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of the Company Orchard as a result of or in connection with any disagreements with the Orchard on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the Orchard nor any of its Subsidiaries has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those liabilities that are reflected or reserved against on the consolidated balance sheet of the Orchard for the quarter ended March 31, 2007 (including any condensed, consolidated footnotes thereto), (ii) current liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2007 or in connection with this Agreement and the transactions contemplated hereby; and (iii) contingent liabilities that would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Orchard. (c) The records, systems, controls, data and information of the Orchard and its Subsidiaries as at are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the dates thereofexclusive ownership and direct control of the Orchard or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the Orchard. The Orchard maintains accounting records which fairly and accurately reflect, in all material respects, its transactions, and the Orchard has devised and maintains accounting controls sufficient to provide reasonable assurances that such transactions are (i) executed in accordance with management’s general or specific authorization and (ii) recorded as necessary to permit the preparation of its financial statements in accordance with GAAP. (d) Since March 31, 2007, (i) neither the Orchard nor any of operations and statements its Subsidiaries has received or otherwise had or obtained knowledge of patrons' and other equity and comprehensive income (loss) and cash flows fairly present any material complaint, allegation, assertion or claim, whether written or oral, regarding the results accounting or auditing practices, procedures, methodologies or methods of the operations Orchard or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Orchard or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Orchard or any of its Subsidiaries, whether or not employed by the Orchard or any of its Subsidiaries, has reported evidence of a breach of fiduciary duty or similar violation by the Orchard or any of its officers, directors, employees or agents to the Board of Directors of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition Orchard or operations (financial any committee thereof or otherwise) to any director or officer of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Orchard.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notescollectively, the “Financial Statements”) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout delivered to Buyers: (i) the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company at December 31, 2014 and its Subsidiaries as at the dates thereofDecember 31, 2013 and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present for the results years ended December 31, 2014 and 2013 of the Acquired Company (“Acquired Company Financial Statements”); (ii) the management prepared combined statements of operations for the years ended December 31, 2015 and December 31, 2014 of the operations comprising the Business (combined and without the Acquired Company) (“Carve-out Financial Statements”); (iii) the management prepared combined internal balance sheet (the “Balance Sheet”) and statement of operations of the Business (other than the Acquired Company) for the three fiscal months ended as of April 1, 2016 (“March 31 Balance Sheet and Statement of Operations”); and (iv) the management prepared combined internal adjusted balance sheet of the Acquired Company as of April 30, 2016 (the “GCA Balance Sheet”). The Balance Sheet and the GCA Balance Sheet are set forth on Section 4.05 of the Disclosure Schedules. The Acquired Company Financial Statements are audited and have been prepared in accordance with generally accepted accounting principles applicable in the country of Mexico and fairly present in all material respects the financial condition of the Acquired Company as of the periods presented. The Carve-out Financial Statements and the March 31 Balance Sheet and Statement of Operations, both of which are unaudited, were prepared in accordance with the books of account and other financial records of the General Cable Corporation (“Group Companies”) with respect to the Ignition Wire Harness (IWH) Business. Except as set forth in Section 4.05 of the Disclosure Schedules, the Financial Statements (a) have been prepared in accordance with the accounting policies and practices historically used by the Business for internal management financial statements, which policies and practices have been consistently applied throughout the periods covered, and (b) fairly present, in all material respects, the financial position and results of operations of the IWH Business (combined and without the Acquired Company) as at their respective dates for their respective periods. The Financial Statements reflect the financial position and results of operations of the IWH Business (combined and without the Acquired Company) had they been operated on a stand-alone basis during the periods presented, except for corporate expenses of GCI and its Subsidiaries for Affiliates in an amount equal to approximately $4,200,000. March 31, 2016 is referred to herein as the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999“Balance Sheet Date”.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2009, and the Company related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the unqualified opinion thereon, dated November 10, 2009 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Administrative Agent and the Syndication Parties, fairly present in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations such dates and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the consolidated operations of the Company Borrower and its Subsidiaries for the periods indicatedcovered by such statements, all in accordance with GAAP consistently applied. There Since August 31, 2009, there has been no material adverse change in the businessfinancial condition, condition results of operations, business or operations (financial prospects of Borrower or otherwise) any of its Subsidiaries. As of the Company Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2009. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements together with the other information, exhibits and other correspondence delivered reports furnished to Prudential) since July 1, 1999the Administrative Agent and/or the Syndication Parties.

Financial Statements. The Company has furnished you (a) As soon as available, and in any event within sixty (60) days after the end of the first, second and third quarterly accounting periods in each fiscal year, each Guarantor and each Charterer shall furnish to the Initial Owner Participant copies of its unaudited consolidated balance sheet as of the end of such accounting period and copies of the related statements of income and retained earnings and changes in financial position for the portion of its fiscal year ended with the following last day of such quarterly accounting period and for such period, all in reasonable detail, certified by its controller or other accounting officer and stating in comparative form the figures for the corresponding date and periods in the previous fiscal year. (b) As soon as available after the end of each fiscal year, and in any event within one hundred twenty (120) days thereafter: (i) each Guarantor shall furnish to the Initial Owner Participant copies of its audited consolidated financial statements, identified statements in comparative form certified as fairly presented by a principal financial officer nationally recognized firm of independent certified public accountants, together with a certificate signed by its President, any Vice President, the Treasurer or other accounting officer, stating that he or she has reviewed the activities during such year and that to the best of his or her knowledge each Obligor during such year has kept, observed, performed and fulfilled each and every covenant, obligation and condition contained in this Agreement or any other of the Company: Transaction Documents, that no Event of Default shall have existed during such year and that no Event of Default exists or if such a Default or Event of Default shall have so existed or shall exist specifying the nature and status thereof; and (ii) each Charterer shall furnish to the Initial Owner Participant copies of its unaudited consolidated balance sheets financial statements in comparative form, together with a certificate signed by its President or Chief Financial Officer, stating that he or she has reviewed the activities during such year and that to the best of his or her knowledge each Obligor during such year has kept, observed, performed and fulfilled each and every covenant, obligation and condition contained in this Agreement or any other of the Company Transaction Documents, that no Event of Default shall have existed during such year and its Subsidiaries as at June 30, in that no Event of Default exists or if such a Default or Event of Default shall have so existed or shall exist specifying the years of 1994 through 2001, consolidated statements of operations nature and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates status thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. (a) The Company has heretofore furnished you with the following financial statements, identified by a principal financial officer to HCIC true and complete copies of the Company: audited consolidated balance sheets financial statements of the Company and its the Company Subsidiaries as at June 30of December 31, 2019, as for the year then ended which contain an unqualified report of the Company’s auditors (the “2019 Audited Financial Statements”) and a copy of the draft consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2020 (the “2020 Financial Statements”), which are attached as Section 4.07(a) of the Company Disclosure Schedule. The 2019 Audited Financial Statements (including the notes thereto) (i) were prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the years of 1994 through 2001financial position, consolidated statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its the Company Subsidiaries as of and at the date thereof and for such yearsthe period indicated therein, all certified by KPMG Peat Marwickexcept as otherwise noted therein, consolidated balance sheets and (iii) were audited in accordance with the auditing standards of the Company AICPA. The 2020 Financial Statements (including the notes thereto) (i) were prepared in accordance with Regulation S-X and its Subsidiaries GAAP applied on a consistent basis throughout the periods indicated (except as at July 1may be indicated in the notes thereto), 2000 and consolidated statements (ii) fairly present, in all material respects, the financial position, results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were prepared in accordance with PCAOB standards. (b) The Company has heretofore made available to HCIC true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 (the “Interim Financial Statements Date”), and the related unaudited consolidated statements of operations and comprehensive loss and cash flows of the Company and the Company Subsidiaries for the Fiscal Year ending on July 1three-month period then ended (collectively, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustmentsthe “Interim Financial Statements”), have been which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP consistently followed applied on a consistent basis throughout the periods involved indicated (except for the omission of footnotes and show subject to year-end adjustments) and fairly present, in all liabilitiesmaterial respects, direct the financial position, results of operations and contingent, cash flows of the Company and its the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to recurring adjustments normally made at year-end, including accounting for the Company’s preferred stock, warrants, and share-based awards. (c) Except as and to the extent set forth on the Audited Financial Statements or the Interim Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be shown reflected on a balance sheet prepared in accordance with such principles. The balance sheets fairly present GAAP, except for: (i) liabilities that were incurred in the condition ordinary course of business of the Company and its Subsidiaries each Company Subsidiary, as applicable, since the Interim Financial Statements Date, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which would not, individually or in the aggregate, be material and adverse to the Company and Company Subsidiaries, taken as a whole. (d) Since the Formation Date, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results direction of the operations chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof. (e) All accounts receivable of the Company and its the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the periods indicatedordinary course of business and other similar matters. There The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been no calculated in a manner consistent with past practices. Since December 31, 2020, neither the Company nor any of the Company Subsidiaries has modified or changed in any material change respect its sales practices or methods, including such practices or methods in accordance with which the businessCompany or any of the Company Subsidiaries sell goods, condition fill orders or operations record sales. (financial or otherwisef) All accounts payable of the Company and its the Company Subsidiaries taken as a whole (except as otherwise described reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in subsequent unaudited quarterly financial statements the ordinary course of business and other correspondence delivered to Prudential) since July 1have been paid or are not yet due or payable. Since December 31, 19992020, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.

Financial Statements. The Company has furnished you with the following financial statements, identified Seller Financial Statements included or incorporated by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, reference in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income Seller SEC Reports (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesi) are true true, accurate and correct complete in all material respects respects, and have been prepared from, and are in accordance with, the Books and Records of the Seller Entities, (subject, as to interim statements, to changes resulting from audits and year-end adjustments), ii) have been prepared in accordance with GAAP consistently followed throughout GAAP, regulatory accounting principles and the periods involved applicable accounting requirements and show all liabilities, direct with the published rules and contingent, regulations of the Company SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and its Subsidiaries required except with respect to the interim financial statements for the omission of footnotes, and (iii) fairly present in all material respects the consolidated financial condition of the Seller Entities as of the respective dates set forth therein and the consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows of the Seller Entities for the respective periods set forth therein, subject in the case of the interim Financial Statements to year-end adjustments. The Seller Financial Statements to be shown prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, and will be prepared from, and will be in accordance with, the Books and Records of the Seller Entities, (B) will have been prepared in accordance with such principles. The balance sheets GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries Seller Entities as at of the respective dates thereof, set forth therein and the consolidated statements of operations and statements of patrons' and other income, comprehensive income, changes in stockholders’ equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries Seller Entities for the respective periods indicated. There has been no material change set forth therein, subject in the business, condition or operations (financial or otherwise) case of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999year-end adjustments.

Financial Statements. The Company has furnished you with the following financial statements, identified by (a) Attached hereto as Schedule 3.6 is a principal financial officer copy of the Company: consolidated balance sheets unaudited management accounts of the Company InfoAchieve and its Subsidiaries as at June of September 30, in the years of 1994 through 2001, consolidated statements of operations 2005 and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1two one-month periods ended August 31, 20002005 and September 30, 2005. Such financial statements management accounts are collectively referred to herein as the "Financial Statements." The Financial Statements (including any related schedules and/or notesi) are true true, correct and correct in all material respects (subject, as to interim statements, to changes resulting from audits complete and year-end adjustments), have been prepared in accordance with GAAP consistently followed the books and records of InfoAchieve and its subsidiaries, (ii) have been prepared in accordance with the accounting standards which the Company has historically applied, which were applied on a consistent basis throughout the periods involved indicated therein, and show (iii) fairly present, in all liabilitiesmaterial respects, direct the financial condition and contingent, results of operations and cash flows of the Company business of InfoAchieve and its Subsidiaries required subsidiaries, as of and for the periods to be shown which they relate. For the purposes hereof, the consolidated balance sheet of InfoAchieve and its subsidiaries as of September 30, 2005, which is included in the Financial Statements, is referred to as the "Balance Sheet" and September 30, 2005 is referred to as the "Balance Sheet Date". The books of account and financial records of each Group Company are true and correct and have been prepared and are maintained in accordance with such principlessound accounting practice. The balance sheets fairly present the condition None of the Company and Group Companies has made any changes in its Subsidiaries as at accounting methods or practices since the dates thereofBalance Sheet Date. (b) Since the Balance Sheet Date, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results none of the operations of Group Companies has sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree; and, since the Company and its Subsidiaries for the periods indicated. There latest Balance Sheet Date, there has not been no any material change in the businessshare capital, condition short term debt or operations long term debt of any of the Group Companies or any Material Adverse Change or any development involving a prospective Material Adverse Change. (c) The Company maintains a system of internal accounting controls intended to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity as necessary to permit preparation of financial statements in conformity the accounting principles purported to be use by the Company in its preparation of the Financial Statements; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences (d) There are no liabilities of any kind whatsoever (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that are required to be reflected in the Financial Statements, other than liabilities and obligations reflected or reserved against the Balance Sheet or disclosed in the notes thereto. (e) None of the Company Group Companies is engaged in any trading activities involving commodity contracts or other trading contracts which are not currently traded on a securities or commodities exchange and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999for which the market value cannot be determined.

Financial Statements. The Company has furnished you with (a) Copies of (i) the following audited combined statements of financial statements, identified by a principal financial officer position of the Company: consolidated balance sheets Companies, prepared as though the Companies were a combined group as of December 31, 2010, and the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated audited combined statements of operations and statements of patrons' and other equity and comprehensive income (loss) earnings and/or loss and cash flows of the Company and its Subsidiaries Companies, prepared as though the Companies were a combined group for such yearsthe fiscal year ended December 31, all certified by KPMG Peat Marwick2010, consolidated balance sheets (ii) the audited combined statements of financial position of the Company Companies, prepared as though the Companies were a combined group as of December 31, 2011, and its Subsidiaries as at July 1, 2000 and consolidated the audited combined statements of operations and statements of patrons' and other equity and comprehensive income (loss) earnings and/or loss and cash flows of the Company and its Subsidiaries Companies, prepared as though the Companies were a combined group for the Fiscal Year ending on July 1fiscal year ended December 31, 20002011, and (iii) the audited combined statements of financial position of the Companies, prepared as though the Companies were a combined group as of December 31, 2012, and the audited combined statements of earnings and/or loss and cash flows of the Companies, prepared as though the Companies were a combined group for the fiscal year ended December 31, 2012 (together, the “Audited Financial Statements”) will be made available to SEP prior to the First Closing Date. Such financial statements (including any related schedules and/or notes) are true The Audited Financial Statements will be prepared in accordance with GAAP and correct fairly present, in all material respects (subjectrespects, the combined financial position and the combined results of operations and combined cash flows of the Companies, as a group, as of the dated and for the periods presented (except as may be noted therein). (b) Prior to interim statementsthe First Closing Date, copies of the unaudited combined statements of financial position of the Companies, prepared as though the Companies were a combined group as of June 30, 2013 and the unaudited combined statements of earnings and/or loss, partners’ equity and cash flows of the Companies, prepared as though the Companies were a combined group for the six months ended June 30, 2013 (the “2013 Unaudited Financials” and, together with the Audited Financial Statements, the “Financial Statements”) will be made available to changes resulting from audits SEP and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout and fairly present, in all material respects, the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, combined financial position and the statements combined results of operations and statements of patrons' and other equity and comprehensive income (loss) and combined cash flows fairly present the results of the operations Companies, as a group, as of the Company dates and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole presented (except as otherwise described in subsequent unaudited quarterly financial statements for the absence of notes and other correspondence delivered subject to Prudential) since July 1, 1999normal recurring year-end adjustments).

Financial Statements. (i) The consolidated audited financial statements of the Company has furnished you for each of the fiscal years ended in December 31st, 2010 and December 31st, 2011, and of the interim (proforma) consolidated unaudited financial statement of the Company as of June 30th, 2012 (the “Financial Statements”), have been prepared from, are in accordance with and accurately reflect, the following financial statements, identified by a principal financial officer books and records of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout IFRS applied on a consistent basis during the periods involved (except as may be stated in the notes thereto) and show all liabilities, direct and contingent, subject to year-end adjustments in the case of the interim financial statements of the Company as of June 30th, 2012, are true and its Subsidiaries required to be shown in accordance with such principles. The balance sheets correct and fairly present represent the condition of the Company financial position and its Subsidiaries as at the dates thereof, shareholders equity and the statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company (and its Subsidiaries for the periods indicated. There has been no material change changes in the businessfinancial position, condition or operations (financial or otherwiseif any) of the Company as of the times and its Subsidiaries taken for the periods referred to therein, and have been duly and timely submitted to the applicable Government Authorities. Except as set forth in Annex 4.2(b)(i) to the Promising Sellers’ Disclosure Letter, to the Promising Seller’s Knowledge, from January 1st, 2010 to the date hereof, the Company has received no written communication from any Government Authority of any material deficiency with respect to any of the financial statements of the Company except for any communications as would not be reasonably expected to cause a whole Material Adverse Effect; and (ii) The audited financial statements of each of Fondo A, Fondo B, Fondo C, Fondo D, and Fondo E (collectively, the “Funds”) at each of December 31st, 2010 and December 31st 2011, together with the report of the Company’s auditor thereon (collectively, the “Funds Audited Financial Statements”), and (b) the unaudited interim statutory financial statements of each of the Funds at June 30th, 2012 (the “Funds Unaudited Financial Statements” and, together with the Funds Audited Financial Statements, the “Funds Financial Statements”) have been prepared in accordance with principles required by Law to be applied thereon on a consistent basis (except as otherwise described may be indicated in subsequent unaudited quarterly the notes thereto) and present fairly in all material respects in accordance with IFRS the financial statements and other correspondence delivered position of each of the Funds at the dates indicated therein (subject, in the case of the Funds Unaudited Financial Statements, to Prudentialnormal year-end adjustments). Except as set forth in Annex 4.2(b)(ii) to the Promising Sellers’ Disclosure Letter, to the Promising Seller’s Knowledge, since July 1January 1st, 19992010 to the date hereof, the Company has received no written communication from any Government Authority of any deficiency with respect to any of the Funds Financial Statements except for any communications as would not be reasonably expected to cause a Material Adverse Effect.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2010, and the Company related consolidated statements of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the unqualified opinion thereon, dated November 10, 2010 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Administrative Agent and the Syndication Parties, fairly present in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations such dates and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the consolidated operations of the Company Borrower and its Subsidiaries for the periods indicatedcovered by such statements, all in accordance with GAAP consistently applied. There Since August 31, 2010, there has been no material adverse change in the businessfinancial condition, condition results of operations, business or operations (financial prospects of Borrower or otherwise) any of its Subsidiaries. As of the Company Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2010. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which they were made and taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements together with the other information, exhibits and other correspondence delivered reports furnished to Prudential) since July 1, 1999the Administrative Agent and/or the Syndication Parties.

Financial Statements. The Company (a) Contributor has furnished you made available to the Partnership (i) an unaudited consolidated balance sheet of the ETG Business as of December 31, 2014 and December 31, 2013, and the related unaudited income statement and statement of cash flows, for the twelve-month period of operations of the ETG Business ending December 31, 2014 and the related unaudited income statement and statement of cash flows, for the period of operations of the ETG Business from November 15, 2013 to December 31, 2013, together with the following financial statementsfootnotes thereto, identified by a principal financial officer of if any (the Company: “ETG Unaudited Annual Financial Statements”); and (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries ETG Business as at of the period ended June 30, in 2015 and June 30, 2014 and the years related unaudited consolidated income statement and statement of 1994 through 2001, consolidated statements cash flows for the periods of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such yearsETG Business then ended, all certified by KPMG Peat Marwicktogether with the footnotes thereto, consolidated balance sheets of if any (the Company and its Subsidiaries as at July 1“ETG Unaudited Interim Financial Statements” and, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income together with the ETG Unaudited Annual Financial Statement, the “ETG Financial Statements”). The ETG Financial Statements (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesA) are true consistent with the books and correct in all material respects records of Contributor, (subject, as to interim statements, to changes resulting from audits and year-end adjustments), B) have been prepared in accordance with GAAP consistently followed throughout and (C) present fairly, in all material respects, the consolidated financial position and operating results, equity and cash flows of the ETG Business as of, and for the periods involved ended on, the respective dates thereof. (b) None of Contributor, ETG and show all liabilitiestheir respective Subsidiaries has any liability, direct and whether accrued, contingent, of absolute, un-liquidated or otherwise, whether due or to become due, or any unrealized or unanticipated loss, which was then or is reasonably expected to be material to the Company ETG Assets or the ETG Business and its Subsidiaries that would be required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change included in the business, condition or operations ETG Financial Statements (financial or otherwiseincluding the footnotes thereto) of under GAAP except for (i) Obligations set forth in the Company ETG Financial Statements; and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements ii) Obligations relating to the ETG Business that have arisen since and other correspondence delivered to Prudential) since including July 1, 19992015 in the ordinary course of business consistent with past practice.

Financial Statements. The Company has furnished you with the following financial statementsSellers have delivered, identified by a principal financial officer or have caused to be delivered, to Buyer: (a) an audited consolidated closing balance sheet of the Company: Company and its Subsidiaries at May 30, 2001, (b) audited consolidated balance sheets of the Company and its Subsidiaries as at June each of September 30, in 2001 and September 30, 2002, and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other income, changes in stockholders’ equity and comprehensive income (loss) and cash flows flow, together with notes thereto, for each of the Company four months and its Subsidiaries for such yearsone year, all respectively, then ended, together with the report thereon of Ernst & Young, L.L.P., independent certified by KPMG Peat Marwickpublic accountants, (c) a consolidated balance sheets sheet of the Company and its Subsidiaries as at July 1February 28, 2000 2003 (including any notes thereto, the “Balance Sheet”) and the related consolidated statements of operations and statements of patrons' and other income, changes in stockholders’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries flow for the Fiscal Year ending on July 1five months then ended, 2000. Such financial statements together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (including any related schedules and/or notesd) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The an unaudited consolidated balance sheets fairly present the condition sheet of the Company and its Subsidiaries as at the dates thereofSeptember 30, 2003, and the statements of operations and statements of patrons' and other equity and comprehensive income (losse) and cash flows fairly present the results of the operations an unaudited consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2003 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the periods indicated9 months then ended. There has been no material change Such financial statements fairly present the financial condition and the results of operations, changes in the business, condition or operations (financial or otherwise) stockholders’ equity and cash flow of the Company and its Subsidiaries taken as a whole (as at the respective dates of, and for the periods referred to, in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year end adjustments and the absence of notes; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved and from each, except as otherwise described disclosed in subsequent unaudited quarterly the notes to such financial statements. No financial statements of any Person other than the Company and other correspondence delivered its Subsidiaries are required by GAAP to Prudential) since July 1, 1999be included in the consolidated financial statements of the Company.

Financial Statements. The (a) As used herein, the term “Company has furnished you with Financials” means the following (i) unaudited consolidated financial statements, identified by a principal financial officer statements of the Company: Company (including, in each case, any related notes thereto), consisting of the consolidated unaudited balance sheets of the Company as of December 31, 2021 and its Subsidiaries as at June 30December 31, 2022, and the related consolidated unaudited income statements, changes in the years of 1994 through 2001, consolidated statements of operations stockholder equity and statements of patrons' cash flows for the fiscal years then ended, and (ii) the unaudited financial statements, consisting of the consolidated balance sheet of the Company as of March 31, 2023 (the “Interim Balance Sheet Date”) and the related consolidated income statement, changes in stockholder equity and statement of cash flows for the three (3) months then ended. True and correct copies of the Company Financials have been provided to the Purchaser. The Company Financials (i) accurately reflect the books and records of the Company as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other equity presentation items required for GAAP and comprehensive income exclude year-end adjustments which will not be material in nature or amount), and (lossiii) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company for the periods indicated. The Company has not been subject to the reporting requirements of Sections 13(a) and its Subsidiaries 15(d) of the Exchange Act. The Audited Financial Statements, when delivered in accordance with Section 6.26, will (X) accurately reflect the books and records of Company as of the times and for such yearsthe periods referred to therein, (Y) have been prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in nature or amount ), and (Z) fairly present in all certified by KPMG Peat Marwick, material respects the consolidated balance sheets financial position of the Company as of the respective dates thereof and its Subsidiaries as at July 1, 2000 and the consolidated statements results of the operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. The Company has furnished you with the following Complete copies of unaudited combined financial statements, identified by a principal financial officer statements of the Company: consolidated balance sheets Sellers consisting of the Company combined balance sheet of Sellers as of December 31st in each of the years 2008, 2009 and its Subsidiaries 2010 and the related combined statements of operations for the years then ended (the “Annual Financial Statements”), and unaudited combined financial statements consisting of the combined balance sheet of Sellers as at of June 30, in 2011 and the years of 1994 through 2001, consolidated related combined statements of operations for the six (6) month period then ended (the “Interim Financial Statements” and statements together with the Annual Financial Statements, the “Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, except as otherwise required or permitted and disclosed, subject, in the case of patrons' the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not have a Material Adverse Effect), and, except for the lack of footnote disclosure. The Financial Statements reflect all transactions with Parent and/or any other Affiliate of any Seller Party, and are based on the books of account and other equity and comprehensive income (loss) and cash flows records of the Company and its Subsidiaries for such yearsSellers, all certified by KPMG Peat Marwick, consolidated balance sheets which books of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' account and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) records are true and correct in all material respects, and fairly present in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, financial condition of Sellers as of the Company respective dates they were prepared and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries Sellers for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) The balance sheet of the Company Business as of December 31, 2010 is referred to herein as the “Balance Sheet” and its Subsidiaries taken the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of June 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” Sellers maintain a whole (except as otherwise described standard system of accounting established and administered in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999accordance with GAAP.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income Audited Financial Statements (lossi) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been were prepared in accordance with GAAP consistently followed applied throughout the periods involved period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower as of the date thereof and its 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 indebtedness and other liabilities, direct and or contingent, of the Company Borrower as of the date thereof, including liabilities for taxes, material commitments and its Subsidiaries Indebtedness, in each case to the extent required by GAAP (so applied) to be shown therein. (b) The unaudited consolidated balance sheet of the Borrower, if any, most recently delivered to the Administrative Agent pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date of such balance sheet (i) were prepared in accordance with such principles. The balance sheets GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Borrower as of the date thereof and its Subsidiaries as at the dates thereof, and the statements their results of operations and statements for the period covered thereby, subject, in the case of patrons' and other equity and comprehensive income clauses (lossi) and cash flows fairly present (ii), to the results absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the operations of the Company and its Subsidiaries for the periods indicated. There Audited Financial Statements, there has been no material change event or circumstance, either individually or in the businessaggregate, condition that has had or operations could reasonably be expected to have a Material Adverse Effect. (financial or otherwised) Since the date of the Company and its Subsidiaries taken as Audited Financial Statements, no Internal Control Event has occurred that has had or could reasonably be expected to have a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company has furnished you with (a) Attached as Schedule 2.4(a) of the following Disclosure Letter are (i) the unaudited combined balance sheet of the Business as of December 31, 2012 (the “Balance Sheet”, and such date, the “Balance Sheet Date”) and the related unaudited combined statements of profits and losses and cash flows, in each case, for the twelve-month period then ended, and (ii) the unaudited combined balance sheet of the Business as of March 31, 2013 and the related unaudited combined statements of profits and losses and cash flows, in each case, for the three-month period then ended (all such financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000“Financial Statements”). Such financial statements (including any related schedules and/or notes) are true and correct The Financial Statements fairly present in all material respects (subjectthe financial position of the Business as of the dates indicated and the results of operations of the Business for the periods indicated, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed applied on a consistent basis throughout the periods involved specified, except as expressly set forth therein and show except that the Financial Statements (x) do not contain footnotes and the disclosures required therein and (y) as of and for the three-month period ended on March 31, 2013 are subject to normal year-end adjustments (the effect of which would not be material). (b) The Transferred Companies maintain systems of internal accounting controls sufficient in all liabilitiesmaterial respects to enable officers of Rockwood to give the certifications called for by Rule 13a-14(a) and (b) under the Securities Exchange Act of 1934, direct and contingentas amended. (c) Since the Lookback Date, no director or officer of Parent or of any of the Company and its Subsidiaries required Transferred Companies or, to be shown in accordance with such principles. The balance sheets fairly present the condition Parent’s Knowledge, non-officer employee, external auditor, external accountant or similar authorized representative of Parent or any of the Company and its Subsidiaries as at Transferred Companies, has received or otherwise been made aware of any material written complaint, allegation or claim regarding the dates thereofaccounting or auditing practices, and the statements procedures, methodologies or methods of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results any of the operations Transferred Companies or their respective internal accounting controls, including any material written complaint, allegation or claim that any of the Company and its Subsidiaries for the periods indicated. There Transferred Companies has been no material change engaged in the business, condition questionable accounting or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999auditing practices.

Financial Statements. (a) The Company has furnished you with the following consolidated financial statements, identified by a principal financial officer of the Company: consolidated balance sheets statements (including all notes thereto) of the Company and its the Company Subsidiaries as at June 30, included in the years of 1994 through 2001Company Reports (the “Company Financial Statements”), fairly present in all material respects the consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows financial position of the Company and its the Company Subsidiaries for such yearsas of the date thereof, and fairly present in all certified by KPMG Peat Marwickmaterial respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated balance sheets financial position of the Company and its the Company Subsidiaries for the respective fiscal periods or as at July 1of the date therein set forth, 2000 except the Company Financial Statements are subject, in the case of unaudited statements, to normal year-end audit adjustments in amounts that are immaterial in amount and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows consistent with past experience. Each of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements Financial Statements (including any the related schedules and/or notes) are true and correct , where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (subjectincluding the related notes, as to interim statementswhere applicable) has been prepared, to changes resulting from audits and year-end adjustments)in all material respects, have been prepared in accordance with GAAP consistently followed throughout applied during the periods involved and show all liabilitiesinvolved, direct and contingentexcept as indicated in such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the June 30, 2014 consolidated balance sheet of the Company and its the Company Subsidiaries included in the Company Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2014 that are immaterial in nature or amount (or as otherwise contemplated by this Agreement), neither the Company nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be shown reflected in accordance with such principles. The a consolidated balance sheets fairly present the condition sheet of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company Subsidiaries, except for liabilities and its Subsidiaries for the periods indicated. There has been no material change obligations that would not reasonably be expected to have, individually or in the businessaggregate, condition or operations (financial or otherwise) of the a Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company has furnished you with (a) Attached as Schedule 4.5(a) are copies of the following financial statements, identified by a principal financial officer of : (i) the Company: consolidated unaudited balance sheets of each of the Company Acquired Companies as of December 31, 2010 and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated related unaudited statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows for the fiscal year then ended (the “2010 Financial Statements”), and (ii) the unaudited balance sheet of the Company Acquired Companies as of September 30, 2011 (the “Balance Sheet Date”) and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated related unaudited statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending nine months then ended (the “2011 Financial Statements” and together with the 2010 Financial Statements, the “Acquired Company Financial Statements”). (b) Other than as set forth on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustmentsSchedule 4.5(b), the Acquired Company Financial Statements have been prepared in accordance with GAAP consistently followed throughout (except for the absence of footnotes and the elimination of intercompany transactions and balances among the Acquired Companies) in all material respects and fairly present the financial position and results of operations of each of the Acquired Companies, as of the respective dates thereof and for the periods involved indicated therein, subject to normal accruals and show all liabilities, direct adjustments in connection with normal audit procedures. The Acquired Company Financial Statements were derived from the books and contingent, records of the Company Acquired Companies. (c) Except for (i) Liabilities reflected or reserved against in the 2011 Financial Statements, (ii) Liabilities disclosed on Schedule 4.5(c), and its Subsidiaries (iii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date, the Acquired Companies have no Liabilities of a type required to be shown in accordance with such principles. The reserved on a balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereofsheet under GAAP. (d) VOS SRL does not have any operations, and the statements of operations and statements of patrons' and employees, assets (other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change than assets reflected in the businessAcquired Company Financial Statements), condition or operations (financial Liabilities other than assets or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Liabilities that are immaterial.

Financial Statements. (i) The Company has Obligors have furnished you with to the following financial statements, identified by a principal financial officer Agent and the Lenders (A) copies of the Company: annual audited consolidated balance sheets sheet of Tultex and its Consolidated Subsidiaries as of January 2, 1999 and the related audited consolidated statements of operations, cash flows and shareholder's equity for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLC and (B) copies of the Company unaudited consolidated balance sheet of Tultex and its Consolidated Subsidiaries as at June 30of October 2, in 1999 and of the years of 1994 through 2001, consolidated related statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000nine-month period then ended. Such financial statements (including any related schedules and/or notes) are true and correct present fairly, in all material respects (subjectrespects, as to interim statements, to changes resulting from audits of their respective dates and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout (subject to year-end adjustments and but for the periods involved and show all liabilities, direct and contingent, omission of footnotes in the Company unaudited statements) the consolidated financial condition of Tultex and its Consolidated Subsidiaries required to be shown in accordance with as of such principles. The balance sheets fairly present dates and the condition consolidated results of the Company operations of Tultex and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Consolidated Subsidiaries for the periods indicatedended on such dates. (ii) The Obligors have furnished to the Agent and the Lenders copies of the Projections. There The Projections have been be prepared by Tultex in light of the past operations of the business of Tultex and its Consolidated Subsidiaries and represent as of the respective dates thereof the good faith opinion of Tultex and its senior management concerning the most probable course of business of Tultex and its Consolidated Subsidiaries. (iii) Except as disclosed or reflected in the financial statements described in CLAUSES (I) and (II) above, no Obligor nor any of its Subsidiaries has been any material liabilities, contingent or otherwise, and there were no material change in the business, condition unrealized or operations (financial anticipated losses of any Obligor or otherwise) any of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Subsidiaries.

Financial Statements. The Company has furnished you with Sellers have delivered to Buyer true and correct copies of (i) the following financial statements, identified by a principal financial officer of the Company: audited consolidated balance sheets of Sellers as of December 25, 2012, December 27, 2011 and December 28, 2010 and the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, related audited consolidated statements of operations income and statements of patrons' cash flows of Sellers for the years then ended, and other equity (ii) the unaudited consolidated balance sheet of the Sellers as of November 26, 2013, and comprehensive the related consolidated statement of income (loss) and cash flows of Sellers for the Company forty-eight (48) weeks then ended (such audited and its Subsidiaries for such yearsunaudited statements, all certified by KPMG Peat Marwickincluding the related notes and schedules thereto, consolidated balance sheets are referred to herein as the “Financial Statements”). Each of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have Financial Statements has been prepared in accordance with GAAP consistently followed applied without modification of the accounting principles used in the preparation thereof throughout the periods involved presented and show presents fairly in all liabilitiesmaterial respects the consolidated financial position, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of Sellers as of the operations of the Company dates and its Subsidiaries for the periods indicated. There has been no material change indicated therein, subject to normal year-end adjustments and the absence of complete notes in the businesscase of the unaudited statements. Other than with respect to Excluded Liabilities as to which the Sellers do not provide any representations and warranties, condition no Seller has any material Liabilities that would be required by GAAP to be reflected on a consolidated balance sheet (or operations (financial or otherwisethe notes thereto) of the Company and its Subsidiaries taken Subsidiaries, except for liabilities and obligations (a) reflected or reserved against in the Company’s consolidated balance sheet as a whole of November 26, 2013 (except as otherwise described or the notes thereto) included in subsequent unaudited quarterly financial statements and other correspondence delivered the Financial Statements, (b) incurred in the Ordinary Course of Business since November 26, 2013, (c) which have been discharged or paid in full prior to Prudentialthe date of this Agreement, or (d) since July 1incurred pursuant to the transactions contemplated by this Agreement. Since December 25, 19992012, to the Knowledge of Sellers, no Seller has received any complaint, allegation, assertion or Claim regarding the accounting or auditing practices, procedures, methodologies or methods of Sellers or their respective internal accounting controls.

Financial Statements. The Company Borrower has furnished you with to the following financial statements, identified by a principal financial officer Domestic Agent and the Lenders (i) the audited consolidated balance sheet of the Company: consolidated balance sheets of Consolidated Companies for the Company fiscal year ending on January 2, 2011, and its Subsidiaries as at June 30, in the years of 1994 through 2001, related consolidated statements of operations and statements of patrons' and other income, shareholders’ equity and comprehensive income (loss) and cash flows for the fiscal year then ended, including in each case the related schedules and notes, and (ii) the unaudited balance sheet of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets Consolidated Companies as at the end of the Company Consolidated Companies’ first fiscal quarter of 2011, and its Subsidiaries as at July 1, 2000 and the related unaudited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, shareholders’ equity, and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1period then ended, 2000setting forth in each case in comparative form the figures for the Consolidated Companies’ 2010 fiscal year and their first fiscal quarter of 2010. Such The foregoing financial statements (including any related schedules and/or notes) are true and correct fairly present in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated financial condition of the Company and its Subsidiaries such Consolidated Companies as at the dates thereof, thereof and the statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the such periods indicatedin conformity with GAAP consistently applied. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries Such Consolidated Companies taken as a whole (do not have any material contingent obligations, contingent liabilities, or material liabilities for known taxes, long-term leases or unusual forward or long-term commitments not reflected in the foregoing financial statements or the notes thereto. Since the end of the fiscal year ending on January 2, 2011, and except as otherwise described disclosed to the Domestic Agent and the Lenders, there have been no changes with respect to any Consolidated Companies which have had or would reasonably be expected to have, singly or in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1the aggregate, 1999a Materially Adverse Effect.

Financial Statements. The Company has furnished you with (a) Attached to Section 2.12(a) of the Disclosure Schedule are correct and complete copies of the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets statements of the Company and its Subsidiaries as at June 30(collectively, in the years of 1994 through 2001“Financial Statements”): (i) audited consolidated balance sheets, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, and cash flows as of and for the Company fiscal years ended December 31, 2014 and its Subsidiaries for such yearsDecember 31, all certified by KPMG Peat Marwick2015, (ii) unaudited consolidated balance sheets of the Company and its Subsidiaries as at July 1sheets, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, and cash flows as of and for the fiscal year ended December 31, 2016 (the “Most Recent Fiscal Year End”); and (iii) unaudited consolidated balance sheets, statements of income, and cash flows as of and for the quarterly period ended March 31, 2017 (the “Most Recent Fiscal Month End”; together with the 2016 financials set forth in subsection (ii), the “Most Recent Financial Statements”). Except as set forth on Section 2.12(a) of the Company Disclosure Schedule, the Financial Statements are materially correct and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments)complete, have been prepared in accordance with GAAP SAP consistently followed throughout applied, and present fairly in all material respects the periods involved financial condition, results of operation, changes in equity and show all liabilities, direct and contingent, cash flow of the Company as of and for their respective dates and for the periods then ending; provided, however, that the Most Recent Financial Statements are subject to normal, recurring year-end adjustments and lack notes. (b) Since December 31, 2016, there has not been any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the Ordinary Course of Business that have not caused, in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth on Section 2.12(b) of the Disclosure Schedule, since December 31, 2016, the Company has not: experienced any change in its Subsidiaries premium or other revenues, claims or other costs, or relations with any Governmental Authority or any of its Members, Providers, payors, employees, agents, underwriters or others, that would result in a Material Adverse Effect on the financial condition and results of operations of the Company; sold, leased, transferred or assigned any assets or property (tangible or intangible) with a value in excess of $10,000, other than sales of inventory in the Ordinary Course of Business; entered into, amended, renewed or terminated any Contract that would be required to be shown listed on Section 2.9(a) of the Disclosure Schedule, and no Person has accelerated, terminated, modified or canceled any such Contract or given written notice of its intent to do so; forgave, canceled, compromised, waived or released any Debt owed to it or any right or claim, other than amounts for less than $10,000 and in the Ordinary Course of Business; granted any increase in salary or bonus or otherwise increased the compensation or benefits payable or provided to any director, officer, employee, consultant, advisor or agent, except wage or salary increases set forth on Section 2.12(b)(v) of the Disclosure Schedule required by existing Contracts; made any commitment not disclosed in its capital expense budget, outside of the Ordinary Course of Business or in excess of $10,000 in the aggregate for capital expenditures to be paid after the Closing or failed to incur capital expenditures in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no capital expense budget; instituted any material change in the businessconduct of its business or any material change in its cash management practices, condition billing practices, or operations method of purchase, sale, lease, management, marketing or operation; made any changes to its accounting principles or practices; instituted any change in its internal controls over financial reporting; taken or omitted to take any action which could be reasonably anticipated to have a Material Adverse Effect; made or revised any Tax election or settled or compromised any Tax Liability; accelerated the collection of its accounts receivable or delayed or deferred the payment of its insurance claims, accrued liabilities, accounts payable, expenses or other items, in each case other than in the Ordinary Course of Business; entered into any rate or profit caps with any insured group or material performance guarantees under any Material Contract; settled or entered into any agreement to settle any Proceeding with a settlement value in excess of $10,000; and agreed or committed to any of the foregoing. (financial or otherwisec) Except as set forth on Section 2.12(c) of the Disclosure Schedule, all notes and accounts receivable reflected on the Most Recent Financial Statements, and all accounts receivable of the Company generated since the Most Recent Fiscal Month End (the “Receivables”), constitute bona fide receivables resulting from sales actually made, services actually performed or other obligations, as applicable in favor of the Company as to which full performance has been fully rendered, and its Subsidiaries taken as a whole are valid and enforceable claims. The Receivables are not subject to any pending, or to the Knowledge of the Company, threatened, defense, counterclaim, right of offset, returns, allowances or credits, except to the extent reserved against the accounts receivable. The current reserves against the accounts receivable for allowances, chargebacks and bad debts are commercially reasonable and have been determined in accordance with SAP, consistently applied in accordance with past custom and practice. (d) The accounts payable of the Company reflected on the Most Recent Financial Statements arose from bona fide transactions in the Ordinary Course of Business, and, except as otherwise described set forth on Section 2.12(d) of the Disclosure Schedule, all such accounts payable have either been paid, are not yet due and payable in subsequent unaudited quarterly the Ordinary Course of Business, or are being contested by the Company in good faith. (e) The Company has implemented and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with SAP, including, without limitation, that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with SAP, and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any significant differences. The Company has maintained financial books and records that are substantially complete. Except as set forth on Section 2.12(e) of the Disclosure Schedule, to the Knowledge of the Company, (A) there has been no fraud, whether or not material, that involves management or other correspondence delivered to Prudential) since July 1, 1999.employees who have had a significant role in the Company’s internal controls over financial reporting and

Financial Statements. The Company has furnished you with shall deliver to each of the following financial statements, identified by a principal financial officer Lenders and to the Co-Administrative Agents: (a) within 105 days after the end of each fiscal year of the Company: , (i) a consolidated balance sheets statement of financial position of the Company and its the Subsidiaries as at June 30, in the years close of 1994 through 2001, such fiscal year and consolidated statements of operations and statements of patronsoperations, changes in stockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its the Subsidiaries for such yearsyear, all certified by KPMG Peat MarwickDeloitte & Touche LLP or by other independent public accountants selected by the Company and reasonably satisfactory to the Co-Administrative Agents and (ii) the Consolidating Financial Statements for such year; (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, (i) an unaudited consolidated balance sheets statement of financial position of the Company and its the Subsidiaries as at July 1, 2000 the end of such quarter and unaudited consolidated statements of operations and statements of patronsoperations, changes in stockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its the Subsidiaries for such quarter and for the Fiscal Year ending on July 1period from the beginning of the fiscal year to the end of such quarter, 2000. Such certified by an authorized financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, or accounting officer of the Company and its Subsidiaries required (ii) the Consolidating Financial Statements for such fiscal quarter; (c) promptly upon becoming available, copies of all financial statements, reports, notices, proxy statements and final prospectuses sent by the Company to be shown in accordance with stockholders or by any of the Borrowers to the SEC; (d) subject to Government restrictions, such principles. The balance sheets fairly present other statement or statements of the condition position and affairs of the Company and its of the Subsidiaries as at and the dates thereofstatus of their contracts, open accounts and budgets or forecasts, and other financial information, as may be reasonably requested by the statements of operations and statements of patrons' and other equity and comprehensive income Co-Administrative Agents; (losse) and cash flows fairly present the results with each of the operations audited financial statements required to be delivered under Section 5.01(a), a certificate by the independent public accountants certifying such statements to the effect that they are familiar with the provisions of this Agreement and that, in making the examination necessary for their opinion on such financial statements, nothing came to their attention that caused them to believe that the Company was not in compliance with this Agreement insofar as it relates to accounting matters or, if the contrary is the case, specifying the nature of such non- compliance; (f) with each of the financial statements required to be delivered under Section 5.01(a) or Section 5.01(b), a statement by an authorized financial or accounting officer of the Company to the effect that no Default has occurred and its Subsidiaries for is continuing, or if any Default has occurred and is continuing, describing such Default and the periods indicated. There has been no material change action taken or proposed to be taken by the Company with respect thereto, and a detailed computation, in form and substance satisfactory to the businessCo-Administrative Agents, condition or operations (financial or otherwise) of the Company financial calculations required in Sections 6.08, 6.09 and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.6.10;

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Each of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesthe notes thereto) are true and correct included in all material respects the SEC Reports (subjectthe "Financial Statements") complies, as to interim statementsof their respective dates, to changes resulting from audits with all applicable accounting requirements and year-end adjustments)rules and regulations of the SEC with respect thereto, have has been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently followed throughout applied (except as may be indicated in the periods involved notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and show presents fairly in all liabilities, direct and contingent, material respects the consolidated financial position of the Company at the dates thereof and the consolidated results of its Subsidiaries required operations, cash flows and changes in financial position for the periods indicated therein (subject, in the case of the unaudited statements, to be shown normal year-end audit adjustments). The books, accounts and records of the Company are, and have been, maintained in such Company's usual, regular and ordinary manner, in accordance with such principles. The balance sheets fairly present generally accepted accounting practices, and all transactions to which the condition Company is or has been a party are properly reflected therein. (b) To the best of the Company's knowledge, (i) all trade receivables and notes receivables of the Company reflected on the Financial Statements or which arose subsequent to the date of the Financial Statements, arose out of bona fide, arms-length transactions for the sale of goods or performance of services, and its Subsidiaries as (ii) all such trade receivables and notes receivable are good and collectible (or have been collected) in the ordinary course of business using normal collection practices at the dates aggregate recorded amounts thereof, less the amount of applicable reserves for doubtful accounts and the statements of operations for allowances and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicateddiscounts. There Since November 30, 1998, there has not been no a material change in the businessaggregate amount of the Company's trade receivables or a material adverse change in the aging thereof, condition or operations except as otherwise set forth in the SEC Reports filed prior to the date hereof. (financial or otherwisec) To the best of the Company's knowledge, all inventory of the Company which is held for sale or resale, including raw materials, work in process and its Subsidiaries taken finished goods (collectively, "Inventory"), consists of items of a quantity and quality historically useable and/or saleable in the normal course of business, except for items of obsolete and slow-moving material and materials which are below standard quality, all of which have been written down to estimated net realizable value in the most recent Financial Statements filed prior to the date hereof. With the exception of items of below standard quality which have been written down to their estimated net realizable value, the Inventory is free from material defects in materials and/or workmanship. Since November 30, 1998, there has not been a material change in the level of the Inventory. All Inventory is located at the Real Estate (as herein defined) and the Leased Premises (as herein defined) or at the site of a whole (except as otherwise described vendor or in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999transit.

Financial Statements. The Company Parent has furnished you with been provided true, complete and correct copies of (a) the following financial statements, identified by a principal financial officer of the Company: audited consolidated balance sheets of the Company and its Subsidiaries as at June 30of the fiscal years ended December 31, in 2017 and December 31, 2016 and the years of 1994 through 2001, related consolidated statements of operations and statements of patrons' and other equity and comprehensive financial condition, operations, income (or loss) ), shareholders’ equity and cash flows of for the Company years then-ended (the “Audited Financial Statements”) and its Subsidiaries for such years, all certified by KPMG Peat Marwick, (b) the unaudited consolidated balance sheets of the Company and its Subsidiaries as at July 1of the five (5)-month period ended May 31, 2000 2018 and the related consolidated statements of operations and statements of patrons' and other equity and comprehensive financial condition, operations, income (or loss) ), shareholders’ equity and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1five (5)-month period then-ended (the “Interim Financial Statements” and, 2000together with the Audited Financial Statements, the “Financial Statements”). Such financial statements (including any related schedules and/or notes) are true and correct The Financial Statements have been prepared in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP GAAP, consistently followed throughout applied, and present fairly, in all material respects, the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition consolidated financial position of the Company and its Subsidiaries as at of the dates thereof, date indicated and the statements results of operations and statements of patrons' and other equity and comprehensive operations, cash flows, income (or loss) and cash flows fairly present shareholders’ equity for the results period then ended, except with respect to the Interim Financial Statements, which are subject in each case to (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes, in each case of (i) and (ii), none of which are material in nature or amount, individually or in the aggregate. The Financial Statements have been prepared from, and in accordance with, the books and records of the operations Company and its Subsidiaries, which books and records have been maintained in accordance with GAAP in all material respects. The accounting controls of the Company and its Subsidiaries for have been and are sufficient, in all material respects, to provide reasonable assurances that (A) all material transactions are executed in accordance with management’s general or specific authorization and (B) all transactions are recorded as reasonably necessary to permit the periods indicatedaccurate preparation of financial statements in accordance with GAAP and, to the extent consistent therewith, the accounting principles, methods and practices used in preparing the Audited Financial Statements. There has been no material change The balance sheet as of May 31, 2018, which is included in the businessInterim Financial Statements, condition or operations (financial or otherwise) is referred to herein as the “Latest Balance Sheet” and May 31, 2018 is referred to as the “Latest Balance Sheet Date”, and the balance sheet as of December 31, 2017, which is included in the Company Audited Financial Statements, is referred to herein as the “Audited Balance Sheet” and its Subsidiaries taken December 31, 2017 is referred to as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999the “Audited Balance Sheet Date”.

Financial Statements. The Company AmeriDyne has furnished you made available to Contour: (i) the balance sheet of AmeriDyne as of April 30, 1995, and the related statement of income and retained earnings for the year then ended; (ii) the balance sheet of AmeriDyne as of April 30, 1994, and the related statement of income and retained earnings for the year then ended; (iii) the balance sheet of AmeriDyne as of April 30, 1993, and the related statement of income and retained earnings for the year then ended (the "1993 Statements"), including in each case the notes thereto, all of which have been audited by Cowart & Rich with the following financial statements, identified by a principal financial officer t▇▇ ▇▇▇eption of the Company: consolidated 1993 Statements; and (iv) the unaudited balance sheets sheet of AmeriDyne as of January 31, 1996, and the related statement of income and retained earnings for the nine-month period then ended, including the notes thereto. All of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such foregoing financial statements (including any related schedules and/or notes) are true hereinafter collectively referred to as the "AmeriDyne Financial Statements" and correct in all material respects (subjectthe balance sheet as of January 31, 1996 is hereinafter referred to as to interim statementsthe "AmeriDyne Balance Sheet." The books and records of AmeriDyne are maintained on an accrual basis, to changes resulting from audits and year-end adjustments), the AmeriDyne Financial Statements have been prepared from, and are in accordance with GAAP consistently followed throughout with, the periods involved books and show all liabilities, direct records of AmeriDyne and contingent, present fairly the financial position and results of operations of AmeriDyne as of the Company dates and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated, in each case, in conformity with generally accepted accounting principles, consistently applied. There As of the Closing Date, AmeriDyne has been no material change liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (y) liabilities and obligations reflected and adequately provided for on the AmeriDyne Balance Sheet and (z) liabilities and obligations arising in the business, condition or operations ordinary course of business of AmeriDyne since the date of the AmeriDyne Balance Sheet. The AmeriDyne Disclosure Letter sets forth a true and complete list of all loss contingencies (financial or otherwisewithin the meaning of Statement of Financial Accounting Standards No. 5) of AmeriDyne exceeding $5,000 in the Company and its Subsidiaries taken as a whole (except as otherwise described case of any single loss contingency or $10,000 in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999the case of all loss contingencies.

Financial Statements. (i) The Company has furnished you with previously made available to Purchaser correct and complete copies of (A) the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30of December 31, in the years of 1994 through 20012024, 2023, and 2022 and related consolidated statements of operations and statements of patrons' and other income, comprehensive income, changes in shareholders’ equity and comprehensive income (loss) and cash flows for each of the Company years in the three-year period ended December 31, 2024, together with the notes thereto, accompanied by the audit report of the Company’s independent auditor (the “Audited Financial Statements”) and its Subsidiaries for such years, all certified by KPMG Peat Marwick, (B) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of June 30, 2025, and related consolidated statement of income, and comprehensive income, changes in shareholders’ equity and cash flow for the six (6) month period ended June 30, 2025 (such unaudited financial statements, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements were prepared from the books and records of the Company and its Subsidiaries, fairly present the consolidated financial position of the Company and its Subsidiaries in each case at July 1, 2000 and as of the dates indicated and the consolidated statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending periods indicated, and, except as otherwise set forth in the notes thereto, and except as set forth on July 1Section 3.2(h) of the Company’s Disclosure Letter, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been were prepared in accordance with GAAP consistently followed applied throughout the periods involved covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and show all liabilities, direct lack footnotes to the extent permitted under applicable regulations and contingent, GAAP. The books and records of the Company and its Subsidiaries required to be shown have been, and are being, maintained in all material respects in accordance with such principlesGAAP and any other legal and accounting requirements and reflect only actual transactions. The balance sheets fairly present As of the condition date of this Agreement, the Company’s independent auditor, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ PLLC, has not resigned (or informed the Company that it intends to resign) or been dismissed as independent auditor of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (ii) The Company has made available to Purchaser true and its Subsidiaries complete copies of the Reports of Condition and Income as at of December 31, 2024, December 31, 2023, December 31, 2022 and June 30, 2025 (the dates thereof“Bank Call Reports”) for Company Bank. The Bank Call Reports fairly present, in all material respects, the financial position of Company Bank and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of its operations at the operations of the Company date and its Subsidiaries for the periods indicatedapplicable period indicated in each Bank Call Report in conformity with the instructions to such Bank Call Report. There has been no material change The Bank Call Reports do not contain any items of special or nonrecurring income or any other income not earned in the business, condition or operations (financial or otherwise) ordinary course of the Company and its Subsidiaries taken as a whole (business except as otherwise described expressly specified therein. Company Bank has calculated its allowance for credit losses (“ACL”) in subsequent unaudited quarterly financial statements accordance with regulatory accounting principles, including the Instructions for Preparation of Consolidated Reports of Condition and other correspondence delivered Income and the Interagency Policy Statement on the Allowance for Credit Losses as applied to Prudential) since July 1, 1999banking institutions and in accordance with all applicable rules and regulations.

Financial Statements. (a) The Company has furnished you with the following audited financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations Borrowers and their Subsidiaries on a consolidated basis for their most recently completed Fiscal Year, and the related statements of patrons' and other income, changes in stockholder's equity and comprehensive income (loss) cash flow for the annual fiscal period ended on such date, all accompanied by reports thereon containing opinions by the Accountants, and the unaudited financial statements of Borrowers and their Subsidiaries on a consolidated basis for that portion of their current Fiscal Year ended with their most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the related statements of income, changes in stockholder's equity and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries flow for the Fiscal Year ending fiscal periods ended on July 1such date, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjectcollectively, as the "Historical Financial Statements"), copies of which have been delivered to interim statements, to changes resulting from audits and year-end adjustments)Agent, have been prepared in accordance with GAAP GAAP, consistently followed throughout applied (except for changes in application with which the periods involved Accountants have concurred) and show present in all liabilities, direct and contingent, material respects the financial position of the Company Borrowers and its their Subsidiaries required to be shown in accordance with on a consolidated basis at such principles. The balance sheets fairly present the condition of the Company dates and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of their operations for such periods. Since the operations last day of the Company and its Subsidiaries for the periods indicated. There Borrowers' most recently completed Fiscal Year, there has been no material adverse change in the business, financial condition or operations (financial or otherwise) of the Company Borrowers on a consolidated basis from that shown on the consolidated balance sheet of Borrowers as of such date or in the aggregate value of the Equipment and its Subsidiaries taken as a whole Real Property owned by them. (except as otherwise described in subsequent unaudited quarterly b) The projected financial statements of the Borrowers and other correspondence delivered their Subsidiaries on a consolidated basis furnished to Prudential) since July 1Agent on or prior to the Signing Date (the "Initial Projections"), 1999were prepared by Borrowers in good faith based on assumptions believed by Borrowers to be reasonable at the time being made, it being understood that such projections are not to be viewed as facts and that actual results may differ from such projections.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets included in or incorporated by reference into the ProCentury Reports (including the related notes and schedules) fairly present, in all material respects, the consolidated financial position of the Company ProCentury and its Subsidiaries consolidated Subsidiaries, taken as at June 30a whole, in as of their respective dates, and the years of 1994 through 2001, consolidated statements of operations operations, changes in shareholders equity (deficit) and statements cash flows included in or incorporated by reference into the ProCentury Reports (including any related notes and schedules) fairly present, in all material respects, the results of patrons' and other equity and comprehensive income operations, retained earnings (loss) and cash flows changes in financial position, as the case may be, of the Company ProCentury and its Subsidiaries for such yearsconsolidated Subsidiaries, all certified by KPMG Peat Marwicktaken as a whole, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects periods set forth therein (subject, as to interim in the case of unaudited statements, to changes resulting from audits notes and normal year-end adjustmentsaudit adjustments and to any other adjustments described therein (including in the notes thereto), have been ); and in each case were prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved, except as may be noted therein, or in the case of unaudited statements, as permitted by the SEC. (b) ProCentury has previously furnished or made available to Meadowbrook and show all liabilities, direct Merger Sub true and contingent, complete copies of the Company annual statements or other comparable statements for each of the years ended December 31, 2005 and its Subsidiaries required December 31, 2006, together with all exhibits and schedules thereto (collectively, the “ProCentury SAP Statements”), with respect to be shown each of the ProCentury Insurance Subsidiaries, in each case as filed with the Governmental Entity charged with supervision of insurance companies of such ProCentury Insurance Subsidiary’s jurisdiction of domicile. The ProCentury SAP Statements were prepared in conformity with applicable statutory accounting practices prescribed or permitted by such Governmental Entity applied on a consistent basis (“SAP”) and present fairly, in all material respects, the statutory financial condition and results of operations of such ProCentury Insurance Subsidiary as of the respective dates thereof or for the respective periods set forth therein, in each case in accordance with SAP. Since December 31, 2005, the ProCentury SAP Statements were filed with the applicable Governmental Entity in a timely fashion on forms prescribed or permitted by such principlesGovernmental Entity, except for such filings, the failure so to file or timely file would not individually or in the aggregate, reasonably be expected to have a ProCentury Material Adverse Effect. The balance sheets fairly present No deficiencies or violations material to the financial condition of any of the Company ProCentury Insurance Subsidiaries, individually, whether or not material in the aggregate, have been asserted in writing by any Governmental Entity which have not been cured or otherwise resolved to the satisfaction of such Governmental Entity (unless not currently pending). ProCentury has made available to Meadowbrook and its Subsidiaries as at the dates thereofMerger Sub true and complete copies of all financial examinations, and the statements of operations and statements of patrons' market-conduct examinations and other equity and comprehensive income (loss) and cash flows fairly present material reports of Governmental Entities since December 31, 2004, including the results most recent reports of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the businessstate insurance regulatory authorities, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered relating to Prudential) since July 1, 1999each ProCentury Insurance Subsidiary.

Financial Statements. The (a) Prior to the date hereof, the Company has furnished you with made available to Aegis true and complete copies of the following audited financial statements, identified by a principal financial officer of : (i) the Company: audited consolidated balance sheets sheet of the Company and its Subsidiaries as at June 30, in of 31 December 2008 and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other operations, shareholders’ equity and comprehensive income (loss) and cash flows for the fiscal year ended 31 December 2008 (collectively, the “Audited Financial Statements”); and (ii) unqualified report from an independent registered public accounting firm in connection with the Audited Financial Statements. (b) The financial statements referred to in subsection (a) above (i) were prepared in accordance with the U.S. GAAP, (ii) fairly present, in all material respects, the consolidated financial condition and results of operations of the Company and its consolidated Subsidiaries as of the date thereof and for the period covered thereby, (iii) were compiled from the Books and Records the Company and its Subsidiaries regularly maintained by their management and used to prepare the financial statements of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets in accordance with the principles stated therein; (iv) to the knowledge of the Company, have been prepared and comply with the requirements of all relevant Laws and regulations in all material respects; (v) were prepared on consistent bases and policies of accounting; and (vi) were not affected by any other unusual or non-recurring material items that are not disclosed in the Audited Financial Statements. (c) Prior to the date hereof, the Company has made available to Aegis, true and its Subsidiaries as at July 1, 2000 and complete copies of the consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows management accounts of the Company and its Subsidiaries for the Fiscal Year ending on July 111 month period ended 30 November 2009 (the “Management Accounts”, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjecttogether with the Audited Financial Statements, as to interim statementscollectively, to changes resulting from audits and year-end adjustmentsthe “Charm Accounts”), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets and the related consolidated statements of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001operations, consolidated statements of operations and statements of patronsstockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows (including, in each case, any related notes and schedules thereto) of Holding for the annual periods ending December 31, 2001, 2002 and 2003 and the quarterly period ending March 31, 2004 (collectively, the "HOLDING FINANCIAL STATEMENTS") delivered by Holding to the Company have been prepared from the books and its Subsidiaries for records of Holding and the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments)Holding Subsidiaries, have been prepared in accordance conformity with GAAP consistently followed throughout (except, in the case of unaudited statements) applied on a consistent basis during the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described noted therein) and present fairly the consolidated financial position and the consolidated results of operations and cash flows of Holding and the Holding Subsidiaries as of the dates or for the periods presented therein (subject, in subsequent the case of unaudited quarterly financial statements statements, to normal and recurring year-end adjustments in the ordinary course of business). Except as reflected in the Holding Financial Statements, neither Holding nor any of the Holding Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other correspondence delivered than liabilities or obligations that (i) were not required by GAAP to Prudentialbe disclosed or provided for in the Holding Financial Statements or (ii) were incurred since July December 31, 2003, and which, in each case, (A) were incurred in the ordinary course of business consistent with past practice and (B) individually or in the aggregate, have not had and would not reasonably be expected to have a Holding Material Adverse Effect. (b) Neither Holding nor Comsys has received written notice from any governmental entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by any governmental entity. Since January 1, 19992001, neither Holding's nor Comsys' respective independent public accounting firm has informed Holding or Comsys, respectively, that it has any material questions, challenges or disagreements regarding or pertaining to Holding's or Comsys' respective accounting policies or practices. Since January 1, 2001, to the knowledge of Holding and Comsys, no officer or director of Holding or Comsys has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Holding or any Holding Subsidiary. Set forth in Section 4.5(b) of the Comsys Disclosure Letter is a list of all off-balance sheet special purpose entities and financing arrangements of Holding and the Holding Subsidiaries.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer made available to Pyramid true and complete copies of (i) the Company: consolidated ’s unaudited balance sheets sheet as of September 30, 2013 (the “Company Balance Sheet”), and the related unaudited statement of operations and statement of cash flows of the Company for the periods covered therein, and its Subsidiaries (ii) the Company’s audited balance sheets as at June 30of December 31, in 2012, December 31, 2011, and December 31, 2010, and the years of 1994 through 2001, consolidated related audited statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company for the periods covered therein (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent with, and its Subsidiaries for such yearshave been prepared from, all certified by KPMG Peat Marwick, consolidated balance sheets the books and records of the Company Company, and its Subsidiaries (ii) were prepared in accordance with generally accepted accounting principles (except, with respect to any unaudited financial statements) applied on a consistent basis (except as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (lossmay be indicated therein or in the notes thereto) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and changes in financial position of the Company for the periods then ended (subject, as to in the case of any unaudited interim financial statements, to changes resulting from audits and normal year-end adjustments). (b) The Company has not effected any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of SEC Regulation S-K) since December 31, 2009. (c) Since January 1, 2010, there have been prepared in accordance with GAAP consistently followed throughout no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the periods involved and show all liabilitiesdirection of the chief executive officer, direct and contingentchief financial officer or general counsel of the Company, the Board of Directors of the Company and or any committee thereof. Since January 1, 2010, neither the Company nor its Subsidiaries required to be shown independent auditors have identified (i) any significant deficiency or material weakness in accordance with such principles. The balance sheets fairly present the condition system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999foregoing.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Section 4.6(a) of the Company: Disclosure Schedule sets forth (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at June 30of December 31, in 2010 (the years “2010 Balance Sheet”), and the related consolidated statement of 1994 through 2001operations, consolidated statements statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such yearsMembers’ equity, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending fiscal year ended on July 1December 31, 2000. Such financial statements 2010 (including any related schedules and/or notes) are true and correct in all material respects (subjectcollectively, as to interim statements, to changes resulting from audits and year-end adjustmentsthe “Audited Financial Statements”), have been prepared in accordance with GAAP consistently followed throughout and (ii) the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The unaudited consolidated balance sheets fairly present the condition sheet of the Company and its Subsidiaries as at the dates thereofof April 30, 2011, and the statements related unaudited consolidated statement of operations operations, consolidated statement of Members’ equity, and statements consolidated statement of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the four month period then ended (collectively, the “Unaudited Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (b) The Financial Statements (i) are true, correct, and complete, (ii) were derived from and have been prepared in accordance with the underlying books and records of the Company and its Subsidiaries, (iii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied throughout the periods covered thereby, except that the Unaudited Interim Financial Statements may not contain all footnotes required by GAAP and are subject to normal year-end audit adjustments, and (iv) fairly and accurately present the assets, liabilities (including all reserves), and financial position of the Company and its Subsidiaries as of the dates thereof and the results of the operations operations, members’ (deficit) equity, and changes in cash flows of the Company and its Subsidiaries for the periods indicatedthen ended. There has been were no material change changes in the business, condition or operations (financial or otherwise) method of application of the Company and its Subsidiaries taken Company’s accounting policies or changes in the method of applying the Company’s use of estimates in the preparation of the Unaudited Interim Financial Statements as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999compared with the Audited Financial Statements.

Financial Statements. (a) The Company has furnished you with made available to the following financial statements, identified by a principal financial officer of the Company: Buyer (i) its audited consolidated balance sheets sheet as of December 31, 2010 (the “Company Balance Sheet”) and its Subsidiaries as at June 30, in the years of 1994 through 2001, related audited consolidated statements statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of for the Company year then ended and (ii) its Subsidiaries for such years, all certified by KPMG Peat Marwick, unaudited consolidated balance sheets sheet as of November 30, 2011 and the Company and its Subsidiaries as at July 1, 2000 and related unaudited consolidated statements statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such eleven months then ended (all of the foregoing financial statements (including and any related schedules and/or notes) notes thereto are true hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements are accurate and correct complete in all material respects (subjectrespects, as to interim statements, to changes resulting are derived from audits and year-end adjustments), are in accordance with the books and records of the Company and its Subsidiaries and have been prepared in accordance with GAAP consistently followed throughout applied, and fairly present, in all material respects, the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the financial condition of the Company and its Subsidiaries as at the dates thereof, therein indicated and the statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change therein specified in accordance with GAAP consistently applied, except that they do not contain footnotes and are subject to normal year end adjustments. (b) As of the businessEffective Time, condition or operations (financial or otherwise) the Liabilities of the Company will not exceed $2,000,000 in the aggregate and its Subsidiaries taken the Company will have no Indebtedness. For the purposes of this Agreement, “Liabilities” shall mean any liabilities or obligations requiring the payment or expenditure of money, including those arising under Law, those relating to Taxes and those arising under any Company Material Contract, other than Liabilities (i) pursuant to the Wyeth License, (ii) pursuant to the JPM Engagement Letter or (iii) arising by virtue of services or rights elected to be used by the Company after the Closing that are not contractually required to be used. For purposes of this Agreement, “Indebtedness” shall mean (i) all outstanding indebtedness for borrowed money, whether current or funded, or secured or unsecured, (ii) all outstanding obligations evidenced by bonds, monies, debentures, loan agreements, notes, letters of credit, bankers’ acceptances, mortgage notes, guarantees, or similar instruments, including, without limitation, the Contribution Note, (iii) all outstanding indebtedness representing the balance deferred and unpaid of the purchase price of any property (including all outstanding capital lease, direct financing lease and/or vendor financing obligations) but excluding trade payables, if and to the extent any of the foregoing would appear as a whole liability upon a balance sheet prepared in accordance with GAAP; (except iv) all amounts representing accrued Taxes to the extent such amounts would appear as otherwise described a liability upon a balance sheet prepared in subsequent unaudited quarterly financial statements accordance with GAAP; (v) under any interest rate, currency or other hedging agreements, to the extent payable if terminated at the Closing; (vi) in the nature of guaranties or keep-well obligations, direct or indirect, in any manner, of all or any part of any indebtedness of a kind referred to above of any other Person; and (vii) all accrued and unpaid interest or any breakage costs, premiums, fees, expenses, penalties or other correspondence delivered amounts due with respect to Prudential) since July 1, 1999the indebtedness above.

Financial Statements. (A) The Company has furnished you with to Parent (1) an audited balance sheet of Company as of December 31, 1995 and 1996 (the following financial statements"Audited Balance Sheet"), identified by a principal financial officer (2) an audited statement of operations of Company for the Company: consolidated fiscal years ended December 31, 1994, 1995 and 1996, (3) an unaudited balance sheets sheet of the Company and its Subsidiaries as at June of April 30, in 1997 (the years of 1994 through 2001"Unaudited Balance Sheet"), consolidated statements and (4) an unaudited statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1period ended April 30, 20001997, (collectively, the "Financial Statements"). Such financial statements The Audited Balance Sheet and the Unaudited Balance Sheet are hereinafter collectively referred to as the "Balance Sheets". (including B) The Financial Statements (including, in each case, any related schedules and/or notesnotes thereto) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and show except further that the notes (if any) to the unaudited Financial Statements have not been prepared in accordance with GAAP and the unaudited Financial Statements do not present all liabilities, direct the items required by GAAP) and contingent, fairly present the financial position of the Company at the respective dates thereof and the results of its Subsidiaries operations and cash flows for the periods indicated (subject in the case of unaudited statements, to normal year-end audit adjustments). (C) Except as and to the extent set forth on the Balance Sheets including the notes thereto, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be shown reflected on a balance sheet or in the notes thereto prepared in accordance with such principles. The balance sheets fairly present generally accepted accounting principles consistently applied, except for liabilities or obligations incurred in the condition ordinary course of business since the date of the Company and its Subsidiaries as at the dates thereofUnaudited Balance Sheet, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change which would not, individually or in the businessaggregate, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as reasonably be expected to have a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer Each of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including, in each case, any accompanying notes thereto) contained in the Parent SEC Reports, including any related schedules and/or notesthe consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, March 31, 2007 (the “Parent Financials”): (i) are true complied, and correct in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (subjectii) was prepared, and in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will be prepared, in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC, and except that the unaudited financial statements are subject to interim statements, to changes resulting from audits normal and recurring year-end adjustments) and (iii) fairly presented, and in the case of consolidated financial statements to be contained in Parent SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). The consolidated balance sheet of Parent and its subsidiaries as of March 31, 2007 contained in the Parent SEC Reports is hereinafter referred to as the “Parent Balance Sheet.” Except as reflected or reserved against in the Parent Balance Sheet, neither Parent nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) liabilities incurred since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or expressly permitted by the terms of this Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or together with other liabilities, have been prepared not had and would not reasonably be expected to have a Material Adverse Effect on Parent. Parent has not had any disagreement with Deloitte & Touche LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of Parent and each Subsidiary have been, and are being, maintained in accordance with GAAP consistently followed throughout applicable legal and accounting requirements and the periods involved Parent Financials are consistent with such books and show all liabilitiesrecords. Neither Parent nor any of its Subsidiaries is a party to, direct and contingentnor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999SEC).

Financial Statements. The Company Seller has furnished you with delivered to Buyer the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesthe notes thereto) are true (collectively the “Financial Statements”) (i) audited balance sheets and correct statements of income and cash flow as of and for the fiscal year ended June 30, 2013 (the “Most Recent Fiscal Year End”), and (ii) unaudited balance sheets and statements of income, changes in all material respects (subjectshareholders’ or net assets equity, as to interim statementsapplicable, to changes resulting from audits and year-end adjustments)cash flow (the “Most Recent Financial Statements”) as of and for the month[s] ended [January 31], 2014 (the “Most Recent Fiscal Month End”) for Seller and its Subsidiaries. The Financial Statements have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilitiescovered thereby, direct and contingent, of present fairly the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the financial condition of the Company Seller and its Subsidiaries as at the of such dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company Seller and its Subsidiaries for such periods, are correct and complete in all material respects, and are consistent with the periods indicatedbooks and records of the (which books and records are correct and complete in all material respects); provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. There Since the Most Recent Fiscal Month End, there has not been no material change any Material Adverse Changes in the business, operations, assets, results of operations or condition or operations (financial or otherwiseother) of Seller and its Subsidiaries; provided, however, that in no event shall any of the Company following constitute such a Material Adverse Change: (a) Seller and its Subsidiaries’ continued financial losses and cash flow deficits, or (b) any change resulting from conditions affecting the industry in which Seller and its Subsidiaries taken as a whole (except as otherwise described operate or from changes in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999general business or economic conditions.

Financial Statements. The (a) Yinhang Nevada has made available to the Company has furnished you with the following financial statements, identified by a principal financial officer correct and complete copy of the Company: consolidated audited combined balance sheets of the Company VIEs as of December 31, 2014 (the “2014 Combined Balance Sheet”) and December 31, 2013 and the related audited statements of operations, stockholders’ equity and cash flows for December 31, 2014 and December 31, 2013, together with the notes to such statements and the opinion of its Subsidiaries independent certified public accountants, with respect thereto (the “VIE Combined Financial Statements”). (b) The VIE Combined Financial Statements (including any related notes thereto) were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents in all material respects the combined financial positions of the VIEs at June 30the respective dates thereof and the combined results of their operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a material adverse effect upon the business, prospects, management, properties, operations, condition (financial or otherwise) or results of operations of the VIEs, taken as a whole (“Material Adverse Effect”). The combined balance sheets of the VIEs included in the VIE Combined Financial Statements are true and accurate and present fairly as of their respective dates the combined financial condition of the VIEs. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, The VIEs had no liabilities or obligations (absolute or contingent) which should be reflected in the combined balance sheets of the VIEs or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the combined assets of the VIEs, in the years of 1994 through 2001, consolidated accordance with generally accepted accounting principles. The combined statements of operations and statements of patrons' and other operations, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified VIEs reflect fairly the information required to be set forth therein by KPMG Peat Marwick, consolidated balance sheets generally accepted accounting principles. All of the Company VIEs combined assets are reflected in the VIE Combined Financial Statements, and, except as set forth in the Yinhang Nevada Schedules or the VIE Combined Financial Statements or the notes thereto, the VIEs have no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (c) Yinhang Nevada has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and Yinhang Nevada has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements for all governmental fees and taxation. (d) The books and records, financial and otherwise, of Yinhang Nevada (including any related schedules and/or noteseach of Yinhang HK, Huashang and the VIEs) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits aspects complete and year-end adjustments), correct and have been prepared maintained in accordance with GAAP generally accepted accounting principles consistently followed applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999involved.

Financial Statements. (a) The Company has furnished you with the following historical audited financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations Borrowers and their Subsidiaries on a consolidated basis for its most recently completed Fiscal Year, and the related statements of patrons' income, changes in stockholder's equity, and other changes in cash flow for the annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of Borrowers and their Subsidiaries on a consolidated and consolidating basis for that portion of their current Fiscal Year ended with their most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the related statements of income, changes in stockholder's equity and comprehensive income (loss) and changes in cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries flow for the Fiscal Year ending fiscal periods ended on July 1such date, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjectcollectively, as the "Historical Financial Statements"), copies of which have been delivered to interim statements, to changes resulting from audits and year-end adjustments)Lender, have been prepared in accordance with GAAP GAAP, consistently followed throughout applied (except for changes in application in which such Accountants have concurred) and present fairly the periods involved and show all liabilities, direct and contingent, financial position of the Company Borrowers and its their respective Subsidiaries required to be shown in accordance with on a consolidated and, as appropriate, consolidating basis at such principles. The balance sheets fairly present the condition of the Company dates and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of their operations for such periods. Since the operations last day of the Company and its Subsidiaries for the periods indicated. There Borrowers' most recently completed Fiscal Year, there has been no material change in the businesscondition, condition or operations (financial or otherwise, of either of the Borrowers as shown on the balance sheet of each as of such date and no material change in the aggregate value of machinery, equipment and Real Property owned by them, except changes in the ordinary course of business, none of which individually or in the aggregate has had a Material Adverse Effect. (b) The one year cash flow projections (presented on a monthly basis) of the Company Borrowers and its their Subsidiaries taken on a consolidated and consolidated basis and their projected balance sheets as of the Closing Date, furnished to Lender on the Signing Date (the "Projections"), were prepared by the chief financial officer of Borrowing Representative, are based on underlying assumptions which provide a whole (except as otherwise described in subsequent unaudited quarterly financial statements reasonable basis for the projections contained therein and other correspondence delivered to Prudential) since July 1, 1999reflect Borrowers' collective judgment based on present circumstances of the most likely set of conditions and course of action for the projected period.

Financial Statements. The Company Borrower has furnished you the Agent and each Lender with the following financial statements, identified by a principal the chief financial officer of the CompanyBorrower: (a) consolidated balance sheets and statements of the Company income, retained earnings and cash flows of consolidated balance sheets and statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries as at June 30of and for the fiscal year ended May 31, in the years of 1994 through 2001, consolidated statements of operations 2008 and statements of patrons' and other equity and comprehensive income (loss) and cash flows each of the Company and its Subsidiaries for such yearsthree fiscal years prior thereto, all certified by KPMG Peat MarwickBorrower’s independent certified public accountants, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such which financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved applied; and show all liabilities(b) unaudited consolidated balance sheets and statements of income, direct stockholders’ equity and contingent, cash flows of the Company Borrower and its Subsidiaries required to be shown as of and for the fiscal quarter ended February 28, 2009, certified by the chief financial officer of Borrower as being true, correct and complete in all material respects and that such financial statements have been prepared in accordance with such principlesGAAP consistently applied, certified as being true, correct and complete in all material respects by the chief financial officer of Borrower. The Borrower further represents and warrants to the Agent and each Lender that (a) to the best of Borrower’s knowledge said balance sheets and its accompanying notes fairly present the condition of the Company Borrower and its Subsidiaries as at of the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (lossb) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There there has been no material adverse change in the business, condition or operations (operation, financial or otherwise) , of the Company Borrower and its Subsidiaries taken from the condition or operation, financial or otherwise, of Borrower and its Subsidiaries as a whole of February 28, 2009, and (except as otherwise described in subsequent unaudited quarterly c) neither Borrower nor any of its Subsidiaries had any direct or contingent liabilities which were not disclosed on said financial statements and other correspondence delivered or the notes thereto (to Prudential) since July 1, 1999the extent such disclosure is required by GAAP).

Financial Statements. The Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company has furnished you SEC Reports (the “Company Financials”) (as amended or supplemented prior to the date of this Agreement, if applicable): (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the following periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, identified as may be permitted by a principal the SEC on Form 10-Q, 8-K or any successor forms under the Exchange Act), and (ii) fairly presented in all material respects the consolidated financial officer of the Company: consolidated balance sheets position of the Company and its consolidated Subsidiaries as at June 30, in the years respective dates thereof and the consolidated results of 1994 through 2001, consolidated statements of the Company’s operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of for the periods indicated except that the unaudited interim financial statements were or are subject to normal year end adjustments which were not, or are not expected to be, material in amount to the Company and its Subsidiaries Subsidiaries, taken as a whole. The Company does not intend to correct or restate, nor to the Company’s Knowledge, is there any basis for such yearsany correction or restatement of, all certified by KPMG Peat Marwickin any material respect, consolidated balance sheets any aspect of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows Financials. The balance sheet of the Company and dated as of June 30, 2008 contained in the Company SEC Report filed with the SEC on July 31, 2008 is hereinafter referred to as the “Company Balance Sheet.” Except as disclosed in the Company Financials, neither the Company nor any of its Subsidiaries for has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be reflected or reserved against on a consolidated balance sheet or in the Fiscal Year ending on July 1, 2000. Such related notes to the consolidated financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout GAAP, except for liabilities or obligations (1) under this Agreement or incurred in connection with the periods involved and show all liabilitiestransactions contemplated hereby, direct and contingent(2) incurred in the ordinary course of business since June 30, 2008, or (3) which are not, individually or in the aggregate, material to the business, results of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the operations or financial condition of the Company and its Subsidiaries as at the dates thereofSubsidiaries, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999whole.

Financial Statements. The Each of the consolidated financial statements (including, in each case, any accompanying notes thereto) contained in the Company has furnished you SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as of, August 25, 2006 (the “Company Financials”): (i) complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the following published rules and regulations of the SEC with respect thereto, (ii) was prepared, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, identified as may be permitted by a principal financial officer the rules of the Company: SEC, and except that the unaudited financial statements are subject to normal and recurring year-end adjustments) and (iii) fairly presented, and in the case of consolidated balance sheets financial statements to be contained in Company SEC Reports filed after the date hereof, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at June 30of the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated (subject, in the years case of 1994 through 2001unaudited quarterly statements, to normal year-end audit adjustments). The consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows balance sheet of the Company and its subsidiaries as of March 2, 2007, contained in the Company SEC Reports is hereinafter referred to as the “Company Balance Sheet.” Except as reflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for such years(i) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, all certified (ii) liabilities incurred in connection with or expressly permitted by the terms of this Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or together with other liabilities, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has not had any disagreement with KPMG Peat MarwickLLP, consolidated balance sheets its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and its Subsidiaries as at July 1each Subsidiary have been, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1are being, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared maintained in accordance with GAAP consistently followed throughout applicable legal and accounting requirements and the periods involved Company Financials are consistent with such books and show all liabilitiesrecords. Neither the Company nor any of its Subsidiaries is a party to, direct and contingentnor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999SEC).

Financial Statements. (a) The Company has furnished you audited consolidated financial statements and unaudited consolidated interim financial statements of Team included in the Team 10-K and the Team 10-Q: (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the following notes thereto), the consolidated financial statements, identified by a principal financial officer position of the Company: consolidated balance sheets of the Company Team and its Subsidiaries as at June 30, in of the years of 1994 through 2001, dates thereof and their consolidated statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries changes in financial position for the Fiscal Year ending on July 1, 2000. Such financial statements respective periods then ended (including any related schedules and/or notes) are true and correct in all material respects (subject, as subject to interim statements, to changes resulting from audits and normal year-end adjustmentsadjustments and lack of footnote disclosure in the case of any unaudited interim financial statements), ; (ii) were prepared from the books and records of Team and its Subsidiaries; and (iii) have been prepared in accordance with GAAP consistently followed throughout and comply, in all material respects, with all applicable accounting requirements and the periods involved rules and show all liabilities, direct and contingent, regulations of the Company and its Subsidiaries required SEC. (b) The Pre-Closing Financial Statements, when delivered pursuant to be shown in accordance with such principles. The balance sheets Section 5.04, will: (i) fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the condition notes thereto), the consolidated financial position of the Company Team and its Subsidiaries as at of the dates thereof, thereof and the statements their consolidated results of operations and statements changes in financial position for the respective periods then ended (subject to normal year-end adjustments and lack of patrons' footnote disclosure in the case of any unaudited interim financial statements); (ii) be prepared from the books and other equity records of Team and comprehensive income its Subsidiaries; and (lossiii) have been prepared in accordance with and cash flows fairly present comply, in all material respects, with all applicable accounting requirements and the results rules and regulations of the operations SEC. (c) There are no liabilities or obligations of the Company and its Subsidiaries or any Company Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than: (i) liabilities or obligations disclosed or provided for the periods indicated. There has been no material change in the businessTeam Balance Sheet or disclosed in the notes thereto (ii) liabilities or obligations incurred since December 31, condition 2004 in the ordinary course of business consistent with past practice; (iii) liabilities or operations obligations under this Agreement; (financial or otherwiseiv) obligations of the Company and or its Subsidiaries taken under the Contracts to which they are a party; and (v) other liabilities or obligations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (d) The Company is a holding company, which has had no material operations and has not engaged in any material activities, other than those operations or activities incident to its ownership of Team or function as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999holding company.

Financial Statements. The Company has furnished you with provided to Buyers the following financial statements, identified by a principal financial officer of the Company: consolidated audited (A) (i) combined balance sheets of the Company sheet and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated (ii) combined statements of operations and statements of patrons' income, changes in stockholder’s equity and other equity and comprehensive income (loss) loss and cash flows of the Company Entities (including the Brazilian Operations) as of and its Subsidiaries for such yearsthe fiscal year ended August 31, all certified by KPMG Peat Marwick2003 (the “August 31, consolidated 2003 Financial Statements”), and (B) the unaudited combined balance sheets sheet of the Company Entities (including the Brazilian Operations) as of November 28, 2003 (the “November 28, 2003 Balance Sheet”, and its Subsidiaries as at July 1together with the August 31, 2000 2003 Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except that the unaudited financial statements do not contain footnotes required by GAAP and consolidated statements of operations are subject to normal year-end adjustments) and statements of patrons' and other equity and comprehensive income (loss) fairly present in all material respects the combined financial condition, operating results and cash flows of the Company Entities (including the Brazilian Operations), as of the dates, and its Subsidiaries for the Fiscal Year ending on July 1periods, 2000. Such financial statements (including any related schedules and/or notes) indicated therein and are true and correct consistent in all material respects with the books and records of the Company Entities. All accounts, notes and other receivables owed from third party customers to any Company Entity (subjectthe “Receivables”) as of November 28, as to interim statements, to changes resulting from audits and year-end adjustments), 2003 have been prepared included in the November 28, 2003 Balance Sheet. Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and Receivables which have arisen subsequently and appear on the Closing Working Capital Statement, all Receivables reflected on the November 28, 2003 Balance Sheet arose from, and such Receivables existing on the Closing Date will have arisen from, bona fide sales and deliveries of goods or performance of services in the Ordinary Course of Business. Except as has been reserved against in accordance with GAAP in the Financial Statements and the Closing Working Capital Statement, there is, and on the Closing Date will be, no dispute with respect to the amount or validity of any Receivables. Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and the Closing Working Capital Statement, all accounts payable and accrued liabilities of the Company Entities included in the November 28, 2003 Balance Sheet have arisen, and as of the Closing Date will have arisen, from bona fide transactions in the Ordinary Course of Business. Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and the Closing Working Capital Statement, all the inventory of the Company Entities reflected on the November 28, 2003 Balance Sheet was properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently followed throughout maintained and applied by the periods involved Company Entities and show was, and all liabilitiesthe inventory thereafter acquired and maintained by the Company Entities through the Closing Date shall have been, direct acquired and contingentmaintained in the Ordinary Course of Business. Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and the Closing Working Capital Statement, all of the inventory recorded on the November 28, 2003 Balance Sheet consists of, and all inventory of the Company Entities on the Closing Date will consist of, items of a quality usable or saleable in the Ordinary Course of Business and its Subsidiaries required to are and will be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries quantities sufficient for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) Ordinary Course of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Business.

Financial Statements. (a) The Company has furnished you with covenants and agrees that during the following financial statementsperiod beginning on the date of this Agreement and ending immediately prior to the Effective Time, identified by a principal financial officer it shall provide Acquiror (i) within 20 days of the Company: end of each calendar month, the unaudited consolidated balance sheets sheet and income statement as of the end of or for such month, as applicable, for the Company and its the Company Subsidiaries as at June (“Monthly Interim Financial Statements”), (ii) within thirty (30) days of the end of each fiscal quarter, in the years unaudited consolidated balance sheet and the unaudited consolidated statement of 1994 through 2001income, consolidated statements and of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of flow for such fiscal quarter for the Company and its the Company Subsidiaries setting forth in each case in comparative form the figures for such years, all certified by KPMG Peat Marwick, consolidated balance sheets the corresponding fiscal quarter of the Company previous fiscal year (the “Quarterly Interim Financial Statements”, and, together with the Monthly Interim Financial Statements, the “Interim Financial Statements”), and its Subsidiaries as at July 1(iii) within seven days after each bi-weekly period commencing with the period ending April 30, 2000 and consolidated statements 2004, a “pacing report” of operations and statements minutes billed during such bi-weekly period. Upon the delivery of patrons' and other equity and comprehensive income (loss) and cash flows of any Interim Financial Statements, the Company will be deemed to have represented and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) warranted that such Interim Financial Statements are true and correct in all material respects (subjectrespects, as to interim statementswere prepared in accordance with GAAP, to changes resulting from audits except for the absence of footnotes and usual and customary year-end adjustments), have been prepared and present fairly in accordance with GAAP consistently followed throughout all material respects the periods involved and show all liabilities, direct and contingent, financial position of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as on a consolidated basis at the dates thereof, date indicated and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its the Company Subsidiaries for such period. (b) The Company agrees to instruct Deloitte & Touche LLP (“D&T”) to take such actions as Acquiror may reasonably request directly related to Acquiror’s and the periods indicated. There has been no material change Merger Sub’s financing of the transactions contemplated hereby, including (i) instructing D&T to prepare the Company Financial Statements in a form meeting the requirements of Regulation S-X under the Securities Act of 1933, as amended, (ii) instructing D&T to provide Acquiror with copies of draft audits and the related work papers prior to the issuance of such audits, (iii) requesting the consent of D&T to the use of its report on the Company Financial Statements, (iv) requesting that D&T deliver a “comfort letter” in a form meeting the requirements of SAS 72 or such other form as may be reasonably requested by Acquiror, (v) instructing D&T to perform a SAS 100 review of the March 31, 2003 and March 31, 2004 unaudited balance sheets and income statements of LLC, and (vi) instructing D&T to participate, at Acquiror’s request, in the businesspreparation of any registration statement, condition prospectus or operations offering memorandum that includes, or incorporates by reference, the Company Financial Statements or information set forth in the Interim Financial Statements. All out-of-pocket costs and expenses associated with D&T’s actions set forth in this Section 7.10, including but not limited to fees charged by D&T, shall be paid by Acquiror as incurred. (c) The Company will cooperate with Acquiror and use its commercially reasonable efforts to provide Acquiror as promptly as reasonably practical with such additional financial or otherwise) statements, financial information and related documentation as Acquiror may reasonably request from time to time in order for Acquiror to comply with the requirements of the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended. Such cooperation will include access to financial information for the Company during regular business hours for purposes of completing an audit or review of the period beginning January 1, 2004 and ending on the Closing Date or any interim date, and the provision of representation letters regarding such financial information as reasonably requested by D&T. All out-of-pocket costs and expenses associated with such cooperation shall be paid by Acquiror as incurred. (d) The Company agrees to permit its Subsidiaries taken officers and employees to provide such assistance in connection with Acquiror’s and the Merger Sub’s financing as a whole (Acquiror may reasonably request, including allowing such Persons to attend and participate in meetings with Acquiror’s and Merger Sub’s prospective financing sources, rating agency, the sales force of the lead placement agents and “road show” presentations, and drafting sessions and other preparations for the same. Acquiror acknowledges and agrees that except as otherwise described specifically set forth in subsequent unaudited quarterly financial statements and other correspondence delivered this Section 7.10, neither the Company nor the Company Subsidiaries nor any of their respective officers, directors, employees, affiliates or stockholders have any duties or responsibility whatsoever related to Prudential) since July 1, 1999Acquiror’s financing for the transactions contemplated by this Agreement.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income Audited Financial Statements (lossi) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been were prepared in accordance with GAAP consistently followed applied throughout the periods involved period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Nexstar Entities 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 indebtedness and other liabilities, direct and or contingent, of the Company Nexstar Entities as of the date thereof, including liabilities for taxes, material commitments and its Subsidiaries Indebtedness, in each case to the extent required by GAAP (so applied) to be shown therein. (b) The unaudited consolidated balance sheet of the Nexstar Entities, if any, most recently delivered to the Administrative Agent pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date of such balance sheet (i) were prepared in accordance with such principles. The balance sheets GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Company Nexstar Entities as of the date thereof and its Subsidiaries as at the dates thereof, and the statements their results of operations and statements for the period covered thereby, subject, in the case of patrons' and other equity and comprehensive income clauses (lossi) and cash flows fairly present (ii), to the results absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the operations of the Company and its Subsidiaries for the periods indicated. There Audited Financial Statements, there has been no material change event or circumstance, either individually or in the businessaggregate, condition that has had or operations could reasonably be expected to have a Material Adverse Effect. (financial or otherwised) Since the date of the Company and its Subsidiaries taken as Audited Financial Statements, no Internal Control Event has occurred that has had or could reasonably be expected to have a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company Borrower has furnished you with to each Lender (i) the following financial statements, identified by a principal financial officer audited consolidated balance sheet of the Company: consolidated balance sheets of the Company Borrower and its Subsidiaries as at June 30of December 31, in 2020, and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company Borrower and its Subsidiaries as at July 1of September 30, 2000 2021, and the related unaudited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year Quarter and year-to-date period then ended, certified by a Responsible Officer, (iii) a preliminary unaudited statement of Net Operating Income for the period ending on July 1December 31, 20002021 reasonably satisfactory in form to the Administrative Agent and certified by the chief financial officer or chief accounting officer of the Borrower as fairly presenting the Net Operating Income for such periods, and (iv) certain other financial information relating to the Borrower, the Guarantors and the PoolUnencumbered Properties. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated financial condition of the Company Borrower and its Subsidiaries as at the of such dates thereof, and the statements consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and statements the absence of patrons' and other equity and comprehensive income (loss) and cash flows fairly present footnotes in the results case of the operations of statements referred to in clause (ii) above. Since December 31, 2020, there have been no changes with respect to the Company Borrower and its Subsidiaries for the periods indicated. There has been no material change which have had or could reasonably be expected to have, either individually or in the businessaggregate, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company has furnished you with prepared, or caused to be prepared, and made available to Buyer (i) the following financial statements, identified by a principal financial officer of the Company: audited consolidated balance sheets sheet of the Company and its Subsidiaries as at June 30of January 1, in 2011, and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other operations, members’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1twelve (12) month period then ended, 2000. Such financial statements including the notes thereto (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustmentsthe “Audited Company Financial Statements”), have been prepared in accordance with GAAP consistently followed throughout and (ii) the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The unaudited consolidated balance sheets fairly present the condition sheet of the Company and its Subsidiaries as at of July 2, 2011 (the dates thereof“Latest Balance Sheet”), and the related unaudited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the fiscal quarterly period then ended (together with the Latest Balance Sheet, the “Unaudited Company Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). Except as set forth therein, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. There has been no indicated therein (provided that the Unaudited Company Financial Statements may lack footnotes and other presentation items required by GAAP and may not be reflective of normal, year-end adjustments and reclassifications) and with each other and present fairly, in all material change in respects, the businessconsolidated financial position, condition or results of operations (financial or otherwise) and cash flows of the Company and its Subsidiaries taken as a whole of the respective dates and during the respective periods indicated therein. The Company and the Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as otherwise described disclosed, reflected or reserved against in subsequent unaudited quarterly financial statements the balance sheets included in the Financial Statements and other correspondence delivered to Prudentialthe notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since July 1, 1999the date of the Latest Balance Sheet and not in violation of this Agreement or (iii) for Taxes.

Financial Statements. The Company has furnished you with Sellers have delivered to Buyer true and complete copies of (1) the following audited financial statements, identified by a principal financial officer of the Company: consolidated statements and balance sheets of the Company and its Subsidiaries as at June 30, of March 31 in each of the years of 1994 through 20011998 and 1997, consolidated and the related audited statements of operations and statements of patronsincome, changes in stockholders' and other equity and comprehensive income (loss) equity, and cash flows flows, together with the report thereon of Deloitte & Touche, L.L.P., independent certified public accountants ("Deloitte & Touche"); and (2) the Company unaudited financial statements and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company as of March 31, 1999 (the unaudited March 31, 1999 financial statements are referred to herein as the "Unaudited March 31 Statements"). Prior to Closing, Sellers shall deliver to Buyer true and its Subsidiaries as at July 1, 2000 complete copies of the audited financial statements and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows balance sheets of the Company as of March 31, 1999, and its Subsidiaries for the Fiscal Year ending on July 1related audited statements of income, 2000changes in stockholders' equity, and cash flows, together with the report thereon of Deloitte & Touche (the "Audited March 31 Statements"). Such The Unaudited March 31 Statements are attached hereto as Exhibit D. The Unaudited March 31 Statements and the Audited March 31 Statements are sometimes collectively referred to as the "March 31, 1999 Statements"). (i) All such balance sheets and related financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been or will be prepared in accordance with GAAP generally accepted accounting principles consistently followed throughout applied and have or will fairly present the periods involved financial condition, assets and show all liabilities, direct and contingent, liabilities of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, thereof and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change covered thereby. (ii) The amount of assets, liabilities and stockholders' equity on the Audited March 31 Statements, both by separate category and in the businessaggregate, condition or operations shall not be materially different from the amount of any such category on the Unaudited March 31 Statements. (financial or otherwiseiii) The amount of assets, liabilities and stockholders' equity on the Closing Balance Sheet (as defined and set forth in Article IV hereof), both by separate category and in the aggregate, shall not be materially different from the amount of any such category on the Audited March 31 Statements, except as the same may have changed in the ordinary course of business between March 31, 1999 and the effective date of the Company Closing Balance Sheet, and its Subsidiaries taken as except for the establishment of a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered reasonable reserve for uncollectible accounts receivable on the Closing Balance Sheet consistent with past experience related to Prudential) since July 1, 1999uncollectible receivables.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Section 3.6(a) of the Company: consolidated Company Disclosure Schedule sets forth the audited carve-out combined balance sheets of the Company and its the Subsidiaries of the Company as at June 30of December 31, in 2014 and December 31, 2013 and the years of 1994 through 2001, consolidated related statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows for the two-year period ended December 31, 2014 (the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP, (ii) were derived from the historical accounting records of Seller, (iii) fairly present the carve-out financial position and related results of operations, cash flows and Seller’s net investment in a manner consistent with how Seller managed the carved-out Company and its Subsidiaries, (iv) include as Subsidiaries of the Company Persons that did not become Subsidiaries of the Company until January 1, 2015 and (v) exclude certain portions of the Company or its Subsidiaries that were transferred to Seller or its Affiliates as of January 1, 2015 (including primary care practices and pharmacy services) as well as exclude certain businesses that were historically part of the Company or its Subsidiaries but have been divested prior to the date hereof. (b) The Company and its Subsidiaries do not have any liability (accrued, contingent or otherwise) that would be required to be disclosed or reserved against on an audited consolidated balance sheet (or in the notes thereto) prepared in accordance with GAAP, other than liabilities (i) reflected on the most recent balance sheet of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets included in the most recent Financial Statements; (ii) incurred since the date of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change most recent Financial Statements in the business, condition ordinary course of business consistent with past practice; (iii) incurred in connection with this Agreement or operations (financial or otherwiseiv) of the that would not have a Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Material Adverse Effect.

Financial Statements. The Company (a) Badger has furnished you previously made available to Rural or its Representatives true and complete copies of the statutory financial statements of Badger and each insurance company subsidiary of Badger, if any (each, an “Insurance Subsidiary”) for the years ended December 31, 2021, December 31, 2022, and December 31, 2023, as filed with the following financial statements, identified by a principal financial officer Wisconsin Office of the Company: consolidated Commissioner of Insurance (“OCI”) (collectively, the “Badger Financial Statements”) (the balance sheets of the Company Badger and its Subsidiaries each Insurance Subsidiary as at June 30of December 31, 2023, included in the years of 1994 through 2001Badger Financial Statements are referred to, consolidated statements of operations collectively, as the “Most Recent Badger Balance Sheet”). The Badger Financial Statements, including, without limitation, the provisions made therein for investments and statements of patrons' the valuation thereof, reserves, policy and other equity and comprehensive income (loss) and cash flows of contract claims, together with the Company and its Subsidiaries for such yearsnotes thereto, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct fairly present in all material respects the statutory financial position, assets, liabilities, surplus, and other funds of Badger (subjectand, if applicable, each Insurance Subsidiary) as of the dates thereof and the results of its operations for the periods indicated in conformity with statutory accounting principles (“SAP”) as prescribed or permitted by OCI and the National Association of Insurance Commissioners (the “NAIC”). Each such Badger Financial Statement was prepared in compliance with Applicable Law when so filed. (b) Badger has previously made available to Rural or its Representatives true and complete copies of the audited financial statements or, if there are no audited financial statements, the unaudited financial statements of each non-insurance company subsidiary of Badger, if any, as to interim statementsof December 31, to changes resulting from audits 2021, December 31, 2022, and year-end adjustmentsDecember 31, 2023 (collectively, the “GAAP Financial Statements”), have been . The GAAP Financial Statements: (i) were prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved; (ii) present fairly, in all material respects, the financial position and show all liabilities, direct results of operations and contingent, changes in shareholders’ equity and cash flows of each non-insurance company subsidiary of Badger as of the Company respective dates and its Subsidiaries for the respective periods referred to in the GAAP Financial Statements; and (iii) were prepared in compliance with Badger’s internal control procedures. (c) Since December 2021, Badger and each Insurance Subsidiary, if any, has filed all financial statements required to be shown filed with or submitted to the appropriate Governmental Bodies. Each of the financial statements complied with Applicable Law when so filed. Each such financial statement was prepared in accordance with such principles. The balance sheets SAP consistently applied and presents fairly present the condition financial position of Badger or the Insurance Subsidiary, as applicable, as of the Company date thereof and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of Badger or the Company and its Subsidiaries Insurance Subsidiary, as applicable, for the respective periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999covered thereby.

Financial Statements. (i) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements Financial Statements (including any in each case the related schedules and/or and notes) are true and correct delivered to Apple present fairly, in all material respects (subjectrespects, as to interim statements, to changes resulting from audits the consolidated financial position of the Business at the respective dates of the balance sheets included therein and year-end adjustments), the consolidated results of its operations and its consolidated cash flows and owners' equity for the respective periods set forth therein and have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, GAAP. As of the Company date of any balance sheet included in those Financial Statements, the Business then did not have any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss, which in the aggregate then were Material to the Business and its Subsidiaries required to be shown reflected in those Financial Statements or in the notes related thereto in accordance with such principles. The balance sheets fairly present GAAP which were not so reflected. (ii) Since the condition of the Company and its Subsidiaries as at the dates thereofCurrent Balance Sheet Date, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There no change has been no material change occurred in the business, operations, properties or assets, liabilities, condition or operations (financial or otherwiseother) or results of operations of the Company Business that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect on the Business. (iii) All financial budgets and its Subsidiaries taken as a whole (except as otherwise described projections that have been or are hereafter from time to time prepared by the Owner or any of his Representatives and made available prior to the IPO Closing Date to Apple pursuant to or in subsequent unaudited quarterly connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby have been and will be prepared and furnished to Apple in good faith and were and will be based on facts and assumptions that are believed by the Owner to be reasonable in light of the then current and foreseeable business conditions of the Business and represented and will represent the Owner's good faith estimate of the consolidated projected financial statements and other correspondence delivered performance of the Business based on the information available to Prudential) since July 1, 1999the Owner at the time so furnished.

Financial Statements. (A) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: unaudited consolidated balance sheets sheet of the Company as of December 31, 1996, and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated related statements of operations for the year then ended, annexed hereto as Schedule 5.8(a) (the "Unaudited Financial Statement"), presents fairly in all material respects the financial condition and results of operations of the Company at and for the period then ended specified and were prepared in accordance with GAAP. (B) The unaudited consolidated monthly statements of patrons' and other equity and comprehensive income (loss) operations and cash flows of the Company for each calendar month since January 1, 1997, and its Subsidiaries for such years, all certified by KPMG Peat Marwick, the unaudited consolidated balance sheets Balance Sheet of the Company and its Subsidiaries as at of July 131, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income 1997, annexed hereto as Schedule 5.8(b) (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1"Unaudited Interim Financial Statements"), 2000. Such financial statements (including any related schedules and/or notes) are true and correct present fairly in all material respects the financial condition and results of operations of the Company at and for the periods therein specified (subject, as to interim statements, to changes resulting from audits and except for normal year-end adjustments), have been adjustments and such statements do not contain footnote disclosure) and were prepared in accordance with GAAP. (C) Except as set forth on Schedule 5.8(c) or as expressly set forth on the Unaudited Interim Financial Statements, the Company has no material non-recurring or extraordinary income or expense reduction not identified therein or material liabilities or obligations (whether absolute, accrued, contingent or otherwise and whether due or to become due, including, without limitation, any guarantees of any obligations of any other person or entity) of any kind or nature whether or not required by GAAP consistently followed throughout to be reflected on a consolidated balance sheet and/or the periods involved and show all liabilitiesnotes thereto, direct and contingent, except for current trade payables incurred since the date of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change Unaudited Interim Financial Statements in the business, condition or operations (financial or otherwise) ordinary course of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999business consistent with past practice.

Financial Statements. The Company has furnished you delivered to AmeriLink (a) its reviewed balance sheets for the fiscal years ended June 30, 1996 and June 30, 1997, together with the following financial statementsrelated statements of income, identified cash flows and changes in stockholders' equity for the years ended on such dates, together, in each case, with all related notes and schedules thereto, accompanied by a principal financial officer the review reports thereon of the Company: consolidated 's Accountants (collectively, the "REVIEWED FINANCIAL STATEMENTS") and (b) the audited balance sheets sheet of the Company dated December 31, 1998, and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated related audited statements of operations and statements of patrons' and other equity and comprehensive income (loss) and income, cash flows and changes in stockholders' equity of the Company for the twelve month period ended December 31, 1998, in each case, with all related notes and its Subsidiaries for such yearsschedules thereto, all certified accompanied by KPMG Peat Marwick, consolidated balance sheets the audit report thereon of the Company's Accountants (collectively referred to herein as the "AUDITED FINANCIAL STATEMENTS" and together with the Reviewed Financial Statements, the "COMPANY FINANCIAL STATEMENTS"). The Reviewed Financial Statements were reviewed by the Company and its Subsidiaries as at July 1, 2000 and consolidated statements Accountants in accordance with standards established by the American Institute of operations and statements of patrons' and other equity and comprehensive income Certified Public Accountants (loss"AICPA") and cash flows of the review report with respect thereto stated that the Company and its Subsidiaries for Accountants were not aware of any material modifications that should have been made to the Fiscal Year ending on July 1, 2000. Such respective accompanying financial statements (including any related schedules and/or notes) are true and correct information further to be in all material respects (subjectconformity with GAAP, as to interim statements, to changes resulting from audits and other than lack of year-end adjustments)adjustments and footnote disclosures. The Audited Financial Statements, including any footnotes thereto, have been prepared in accordance with GAAP consistently followed throughout applied, and in all material respects fairly present the periods involved financial position, results of operations, cash flows and show all liabilities, direct and contingent, changes in stockholders' equity of the Company as of December 31, 1998 and its Subsidiaries required for the twelve-month period then ended. The assets and liabilities and items of income and expense on the Audited Financial Statements are bona fide and were not acquired, earned or incurred pursuant to be shown any contract or other arrangement which was entered into, amended or terminated in anticipation of any of the transactions contemplated by this Agreement. The books and records of the Company are in all material respects complete and correct, have been maintained in accordance with such principles. The balance sheets fairly present good business practices, and accurately reflect the basis for the financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change set forth in the business, condition or operations (financial or otherwise) of the aforementioned Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Financial Statements.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries (a) Attached hereto as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesSchedule 3.6(a) are true and correct in all material respects complete copies of the following financial statements (subject, as to interim such financial statements, to collectively, the “Financial Statements”): (i) the audited consolidated balance sheet of the Group Companies for the fiscal years ended as of December 31, 2016 and December 31, 2017 (in each case, including the related audited consolidated statements of comprehensive income, changes resulting from audits in stockholders’ equity and year-end adjustmentscash flows for the years then ended); and (ii) the unaudited consolidated balance sheet of the Group Companies as of the Latest Balance Sheet Date (the “Latest Balance Sheet”) and the related unaudited consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows for the nine (9) month period then ended (collectively, the “Unaudited Financial Statements”). The Financial Statements (A) have been prepared in accordance with GAAP consistently followed applied on a consistent basis throughout the periods involved covered thereby, except as may be indicated in the notes thereto and show all liabilitiesexcept, direct in the case of Unaudited Financial Statements, for the absence of footnotes and contingentsubject to year-end adjustments and any other adjustments described therein, of the Company and its Subsidiaries required to be shown (B) fairly present in accordance with such principles. The balance sheets fairly present the condition Accounting Principles, in all material respects, the consolidated financial position of the Company and its Subsidiaries Group Companies as at of the dates thereof, thereof and the statements their consolidated results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change then ended (subject, in the business, condition or operations (financial or otherwise) case of the Company Unaudited Financial Statements, to the absence of footnotes and its Subsidiaries taken as a whole to year-end adjustments and any other adjustments described therein). (except as otherwise described in subsequent unaudited quarterly b) All of the Group Companies’ bank accounts are listed on Schedule 3.6(b), which includes the name and address of the financial statements institution where such bank account is maintained, the account number and other correspondence delivered the names of all authorized signatories having the authority to Prudential) since July 1, 1999withdraw funds from such bank account.

Financial Statements. (a) The Company has furnished you with audited consolidated financial statements (including the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets notes thereto) and schedules of the Company and its Subsidiaries as consolidated subsidiaries at June 30and for the three fiscal years ended December 31, in 2005 (the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss“Financial Statements”) and cash flows the interim unaudited consolidated financial statements of the Company and its Subsidiaries consolidated subsidiaries at and for such yearsthe quarter and six months ended June 30, all certified by KPMG Peat Marwick, 2006 (the “Interim Financial Statements”) provided to the Purchaser are the most recently available audited and unaudited consolidated balance sheets financial statements of the Company and its Subsidiaries as at July 1consolidated subsidiaries, 2000 respectively, and consolidated statements of operations and statements of patrons' and other equity and comprehensive income fairly present in all material respects, in accordance with U.S. generally accepted accounting principles (loss) and cash flows “GAAP”), the financial position of the Company and its Subsidiaries consolidated subsidiaries, and the results of operations and changes in financial condition as of the dates and for the Fiscal Year ending on July 1periods therein specified, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statementsin the case of Interim Financial Statements, to changes resulting from audits and year-end adjustments (which are expected to consist solely of normal recurring adjustments), . Such consolidated financial statements and schedules have been prepared in accordance with GAAP consistently followed applied throughout the periods involved (except as otherwise noted therein). (b) The Company’s report on FRY-9SP, dated June 30, 2006 (the “FRY-9SP”), provided to the Purchaser is the most recently available such report, and show the information therein fairly presents in all liabilities, direct and contingent, material respects the financial position of the Company and its Subsidiaries required subsidiaries. None of the Company or any of its subsidiaries has been requested by a Governmental Entity to be shown in accordance republish, restate or refile any regulatory or financial report. (c) Since the respective dates of the Financial Statements and Interim Financial Statements and the FRY-9SP, there has not been (A) any material adverse change or development with such principles. The balance sheets fairly present respect to the condition (financial or otherwise), earnings, business, assets or business prospects of the Company and its Subsidiaries subsidiaries, taken as at a whole, whether or not occurring in the dates thereofordinary course of business or (B) any dividend or distribution of any kind declared, and paid or made by the statements Company on any class of operations and statements of patrons' and its capital stock other equity and comprehensive income than regular quarterly dividends on the Company’s common stock. (lossd) and cash flows fairly present the results The accountants of the operations Company who certified the Financial Statements are independent public accountants of the Company and its Subsidiaries for subsidiaries within the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) meaning of the Company Securities Act and its Subsidiaries taken as a whole the rules and regulations of the Securities and Exchange Commission (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential“SEC”) since July 1, 1999thereunder.

Financial Statements. (a) The Company Seller has furnished you with delivered true and complete copies of the following financial statements, identified by a principal financial officer of statements to Buyer: (i) the Company: audited consolidated balance sheets of the Company AETI and its Subsidiaries Affiliates, including the Seller, as at June 30of December 31, in 2015, 2016 and 2017 and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, stockholders’ equity, and cash flows for the fiscal years then ended, together with the notes thereto (the “Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company AETI and its Subsidiaries for such yearsAffiliates, all certified by KPMG Peat Marwickincluding the Seller, consolidated balance sheets as of May 31, 2018 (the Company “Balance Sheet Date”), and its Subsidiaries as at July 1, 2000 and the related unaudited consolidated statements of operations and statements of patrons' and other income, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1one-month period then ended (the “Interim Financial Statements” and together with the Financial Statements, 2000. Such financial statements the “Seller Financial Statements”). (including any related schedules and/or notesb) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), The Financial Statements have been prepared in accordance with GAAP consistently followed throughout in all material respects and fairly present, in all material respects, the financial position, results of operations, stockholders’ equity, and cash flows of the Seller and its Affiliates, as of the respective dates thereof and for the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown indicated therein. The Interim Financial Statements have been prepared by management in accordance with such principles. The balance sheets fairly present GAAP in all material respects (except for the condition absence of footnote disclosure and customary year-end adjustments which will not be material individually or in the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (lossaggregate) and cash flows fairly present present, in all material respects, the financial position and results of the operations of the Company Seller and its Subsidiaries Affiliates as of the respective dates and for the periods indicatedindicated therein. There has been no The Seller’s Financial Statements were derived from the books and records of the Seller and its Affiliates. (c) Except as disclosed in Section 3.6 of the Disclosure Schedule, since December 31, 2017, the Seller does not have any material change liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations (i) incurred in the businessordinary course of business (excluding liability for breach of Contract, condition infringement or operations tort) or (financial ii) that were expressly disclosed or otherwise) of reserved against in the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Interim Financial Statements.

Financial Statements. The Company has furnished you with (a) Attached hereto as Section 3.6(a) of the Disclosure Schedule are accurate, complete and correct copies of the following financial statementsdocuments: (i) the unaudited, identified by a principal financial officer of the Company: consolidated balance sheets for the Business as of December 31, 2011, 2012 and 2013 and the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001unaudited, consolidated statements of operations and statements of patrons' and other earnings, equity and comprehensive income (loss) holders’ equity and cash flows of the Company Business for the fiscal years ended December 31, 2011, 2012 and its Subsidiaries for such years2013 (collectively, all certified by KPMG Peat Marwickthe “Annual Business Financial Statements”), and (ii) the unaudited, consolidated balance sheets sheet as of September 30, 2014 (the “Most Recent Balance Sheet Date”) for the Business (the “Company Balance Sheet”) and its Subsidiaries as at July 1the unaudited, 2000 and consolidated statements of operations and statements of patrons' and other income, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries Business for the Fiscal Year ending on July 1nine months ended September 30, 20002014 (collectively with the Company Balance Sheet, the “Latest Business Financial Statements” and, together with the Annual Business Financial Statements, the “Financial Statements”). Such financial statements (including any The Financial Statements have not been audited, but have been prepared from and in accordance with the consolidated books and records maintained by the Seller Parties for the Business. All accounts, books, records and ledgers related schedules and/or notes) to the Business are true properly maintained and correct accurate and complete in all material respects and have been kept in the Ordinary Course of Business. The Financial Statements (subjectx) represent Seller’s good faith calculation of the balance sheet accounts and results of operations data set forth therein for the Business as if the Business had been held and operated on a stand-alone basis, (y) fairly present, on a consistent basis, the financial condition of the Business as to interim statements, to changes resulting from audits of the respective dates thereof and year-end adjustments)the results of operations and cash flows of the Business for the periods presented therein and (z) except as set forth on Section 3.6(a) of the Disclosure Schedule or in the notes accompanying the Financial Statements, have been prepared in accordance with GAAP US GAAP, consistently followed throughout applied using the periods involved same accounting principles, practices, procedures, policies and show all liabilitiesmethods (with consistent classifications, direct inclusions, exclusions and contingentvaluation and estimation methodologies) used and applied by Seller in the preparation of Seller’s financial statements as filed with the Securities and Exchange Commission in that certain Annual Report on Form 10-K on March 3, 2014, insofar as such practices are consistent with US GAAP. (b) The accounts receivable and other receivables reflected on the Company Balance Sheet, and those arising in the Ordinary Course of Business after the date thereof, are (i) valid receivables that have arisen from bona fide transactions in the Ordinary Course of Business, (ii) not subject to any valid counterclaims, setoffs, refunds, adjustments, Liens (other than Permitted Liens) or disputes, (iii) have not been factored or sold, and (iv) to Seller’s Knowledge, except as and to the extent of the allowance for doubtful accounts reserve reflected on the Company Balance Sheet, are collectible in full in accordance with their terms at their recorded amounts. (c) Seller maintains disclosure controls and procedures designed to ensure that information required to be disclosed by any of the Company and the Continuing Subsidiaries is recorded and reported on a timely basis. Seller has disclosed to Buyer any significant deficiencies or material weaknesses in the design or operation of any internal controls over financial reporting of the Company or any of the Continuing Subsidiaries that would be reasonably likely to adversely affect such Person’s ability to record, process, summarize and report financial information. (d) Since December 31, 2009, no complaints from any source regarding accounting, internal accounting controls or auditing matters relating to the Company or the Continuing Subsidiaries, and no concerns from any employees of the Company or the Continuing Subsidiaries regarding questionable accounting or auditing matters relating to the Company or the Continuing Subsidiaries have been received by the Company or the Continuing Subsidiaries or members of the management of the Company or the Continuing Subsidiaries. No attorney representing any of the Company or the Continuing Subsidiaries, whether or not employed by such Person, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by such Person or any of its Subsidiaries officers, directors, employees or agents to its chief legal officer, audit committee (or other committee designated for the purpose), the board of directors or managers of such Person pursuant to the rules adopted pursuant to Section 307 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any internal policy contemplating such reporting, including in instances not required to be shown in accordance with such principles. The balance sheets fairly present by those rules. (e) Section 3.6(e) of the condition Disclosure Schedule sets forth a full and complete list of all bank accounts and safe deposit boxes of each of the Company and its Subsidiaries as at the dates thereofContinuing Subsidiaries, the number of each such account or box, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results names of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition Persons authorized to draw on such accounts or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999access such boxes.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Schedule 3.05(a) consists of the Company: ’s (i) audited consolidated balance sheets as of December 31, 2015 and December 31, 2014, and audited consolidated statements of operations, cash flows and stockholders’ equity for the fiscal years then ended, together with all related notes thereto, accompanied by the report thereon of BDO USA, LLP and (ii) unaudited consolidated balance sheet as of May 31, 2016 (the “Latest Balance Sheet”), and unaudited consolidated statements of income and cash flows for the five (5)-month period then ended (the financial statements in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a), the Financial Statements have been based upon the information contained in books and records of the Company and its Subsidiaries, have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, and present fairly in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries as at June 30of the dates and for the periods referred to therein, subject in the years case of 1994 through 2001, consolidated the unaudited financial statements to (i) the absence of operations and statements of patrons' footnote disclosures and other equity presentation items and comprehensive income (lossii) changes resulting from normal year-end adjustments (none of which footnote disclosures or changes would, individually or in the aggregate, reasonably be expected to be material). (b) The Company and cash flows its Subsidiaries have no liabilities or obligations (whether matured or unmatured, known or unknown, fixed or contingent or otherwise required to be reserved against on a consolidated balance sheet of the Company and its Subsidiaries pursuant to GAAP), except (i) liabilities or obligations reflected on or reserved against on the Latest Balance Sheet, (ii) liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice (none of which is a liability for such yearsa material breach of contract), all certified by KPMG Peat Marwick(iii) liabilities arising under the executory portion of any Contract and (iv) liabilities set forth on Schedule 3.05(b). (c) Except as set forth on Schedule 3.05(c), consolidated balance sheets none of the Company and or any of its Subsidiaries as at July 1generates revenue, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows has a presence or carries on any Business outside of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999United States.

Financial Statements. The Company has furnished you with previously delivered to Reliant true, complete, and correct copies of (i) the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30of the fiscal years ended December 31, in 2018, 2017, and 2016, and the years of 1994 through 2001, related consolidated statements of operations and statements of patrons' and other equity and operations, comprehensive income (loss) earnings, changes in stockholders’ equity, and cash flows for each of the fiscal years then ended, together with the notes thereto, accompanied by the audit reports of the Company’s independent registered public accounting firm (the “Audited Company Financials”), and its Subsidiaries for such years, all certified by KPMG Peat Marwick, (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as at July 1of June 30, 2000 2019 (the “Interim Financials Date”), and the related unaudited consolidated statements of operations income for the six-month period ended June 30, 2019 (the “Interim Company Financials”). The Company Financial Statements were prepared from and statements in accordance with the books and records of patrons' the Company and other equity its Subsidiaries, fairly present in all material respects the consolidated financial position of the Company and comprehensive income (loss) its Subsidiaries in each case at and as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1periods indicated, 2000. Such financial statements (including any related schedules and/or notes) are true and correct and, except as otherwise set forth in the notes thereto, were prepared in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed applied throughout the periods involved covered thereby; provided, however, that unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and show all liabilities, direct lack footnotes to the extent permitted under applicable regulations. No financial statements of any entity or enterprise other than the Company and contingent, its Subsidiaries are required by GAAP to be included in the financial statements of the Company. The books and records of the Company and its Subsidiaries required to be shown have been, and are being, maintained in all material respects in accordance with such principles. The balance sheets fairly present the condition of the Company GAAP consistently applied and its Subsidiaries as at the dates thereofother legal, accounting, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999regulatory requirements.

Financial Statements. (a) The Company has furnished you Purchaser with the following financial statements, identified by a principal financial officer true and complete copies of the Company: audited consolidated balance sheets of the Company and its the Subsidiaries as at June of March 27, 2004, March 29, 2003 and March 30, in 2002, together with the years of 1994 through 2001, audited consolidated statements of operations operations, stockholders' equity and cash flows for the three fiscal years then ended and the notes thereto, all certified by the Company's accountant, whose reports thereon are included therein, copies of which are contained in Schedule 2.07 (a) annexed hereto (the "Audited Financial Statements"). (b) The Company has furnished Purchaser with true and complete copies of the unaudited consolidated balance sheet of the Company and the Subsidiaries as of February 26, 2005, which were prepared in a manner consistent with past practices, subject to revision at year end, together with the unaudited consolidated statements of patronsoperations, stockholders' and other equity and comprehensive income cash flows for the eleven-months then ended, copies of which are contained in Schedule 2.07(b) annexed hereto (lossthe "Unaudited Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements"). (c) The Financial Statements fairly present in all material respects the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby and the results of operations and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending periods set forth therein, all in conformity with GAAP, except as specifically set forth in the notes thereto or as set forth on July 1Schedule 2.07(c); provided, 2000however, that the Unaudited Financial Statements are subject to normal recurring year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Such financial statements (including any related schedules and/or notes) The Financial Statements have been prepared from, are true in accordance with and correct accurately reflect in all material respects (subjectrespects, as to interim statements, to changes resulting from audits the Books and year-end adjustments), Records and have been prepared in accordance with GAAP consistently followed throughout applied on a consistent basis during the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described may be stated in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999the notes thereto).

Financial Statements. The Company has furnished you previously made available to Purchaser correct and complete copies of (i) the reviewed financial statements (including the related notes and schedules thereto) of the Company for the years ended December 31, 2018, 2017, and 2016, accompanied by the unqualified review reports of ▇▇▇▇▇▇▇▇▇▇▇ CPA Group, PLLC, independent registered accountants (collectively, the “Company Financial Statements”); (ii) the audited consolidated financial statements (including the related notes and schedules thereto) of FNBM for the years ended December 31, 2018 and 2017, accompanied by the unqualified audit reports of ▇▇▇▇▇▇▇▇▇▇▇ CPA Group, PLLC, and the reviewed financial statements (including the related notes and schedules thereto) of FNBM for the year ended December 31, 2016, accompanied by the unqualified review report of ▇▇▇▇▇▇▇▇▇▇▇ CPA Group, PLLC (the “FNBM Financial Statements”); and (iii) unaudited interim financial statements of each of the Company and FNBM for the six (6) months ended June 30, 2019 (such unaudited interim financial statements together with the following financial statementsCompany Financial Statements and the FNBM Financial Statements, identified by a principal financial officer the “Financial Statements”). The Financial Statements were prepared from the books and records of the Company: consolidated balance sheets Company and its Subsidiaries, as applicable, fairly present in all material respects the financial position of the subject entity or entities in each case at and as of the dates indicated and the results of operations and, as applicable, cash flows of the subject entity or entities for the periods indicated, and, except as otherwise set forth in the notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes to the extent permitted under applicable regulations. The books and records of the Company and its Subsidiaries as at June 30have been, in the years of 1994 through 2001and are being, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct maintained in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout and any other applicable legal and accounting requirements and reflect only actual transactions. As of the periods involved and show all liabilitiesdate of this Agreement, direct and contingent▇▇▇▇▇▇▇▇▇▇▇ CPA Group, PLLC has not resigned (or informed the Company that it intends to resign) or been dismissed as independent auditor of the Company and its Subsidiaries required to be shown as a result of or in accordance connection with such principles. The balance sheets fairly present the condition of any disagreements with the Company and its Subsidiaries as at the dates thereofon a matter of accounting principles or practices, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition financial statement disclosure or operations (financial auditing scope or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999procedure.

Financial Statements. The Company has furnished you the Purchasers with (a) the following financial statements, identified by a principal financial officer of the Company: consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at June 30December 31, in 2002 and the years of 1994 through 2001, consolidated related statements of operations and statements of patronsincome, stockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its consolidated Subsidiaries for such yearsthe fiscal year ended December 31, 2002, all certified by KPMG Peat MarwickBDO Seidman LLP, consolidated including in each case the related schedules and notes, ▇▇▇ (b) an unaudited balance sheets sheet of the Company and its consolidated Subsidiaries as at July 1March 31, 2000 and consolidated statements of operations 2003 and statements of patronsincome, stockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its consolidated Subsidiaries for the Fiscal Year ending interim period ended on July 1such date, 2000prepared by the Company and certified by its principal financial officer (item (b) is referred to as the "Interim Financial Statements"). Such All such financial statements (including any related schedules and/or and notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP generally accepted accounting principles consistently followed applied, except to the extent set forth in the notes to such financial statements and except for the absence of footnotes to the Interim Financial Statements and except that the Interim Financial Statements are subject to normal year-end adjustments and to adjustments made in the course of an audit that would not in the aggregate be material, throughout the periods involved and to the extent required by such principles show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown thereon in accordance with such generally accepted accounting principles. The balance sheets and the related schedules and notes fairly present the financial condition of the Company and its Subsidiaries consolidated Subsidiaries. Except as at set forth in Schedule 5.8, the dates thereofCompany has incurred no material liabilities since March 31, 2003, other than those incurred in the ordinary course. The net income and stockholders' equity statements and the statements of operations related schedules and statements of patrons' and other equity and comprehensive income (loss) and cash flows notes fairly present the results of the operations of the Company and its consolidated Subsidiaries for the periods indicated. There Except as set forth in Schedule 5.8, there has been no material adverse change in the assets, business, condition prospects, properties, operations or operations (condition, financial or otherwise) , of the Company and its Subsidiaries Subsidiaries, taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) whole, since July 1March 31, 19992003.

Financial Statements. The Company has furnished you (a) True and complete copies of the audited consolidated balance sheet of the Issuer as at December 31, 2011, December 31, 2012 and December 31, 2013, and the related audited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Issuer for the three years ended December 31, 2013, together with all related notes and schedules thereto, accompanied by the reports thereon of the Issuer’s independent auditors as filed with the following financial statementsSEC in the Issuer’s 10-K on March 14, identified by a principal financial officer 2014, (collectively, the “Financial Statements”) and the unaudited balance sheet of the Company: consolidated balance sheets Issuer as at [September 30], 2014, and the related statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company Issuer, together with all related notes and its Subsidiaries schedules thereto as at June 30filed with the SEC (collectively, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income “Interim Financial Statements”) (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesi) are true correct and correct complete in all material respects and have been prepared in accordance with the books and records of the Issuer, (subject, as to interim statements, to changes resulting from audits and year-end adjustments), ii) have been prepared in accordance with GAAP consistently followed applied on a consistent basis throughout the periods involved indicated (except as may be indicated in the notes thereto) and show (iii) fairly present, in all liabilitiesmaterial respects, direct the financial position, results of operations and contingent, cash flows of the Company Issuer as at the respective dates thereof and its Subsidiaries required for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be shown material. (b) The books of account and financial records of the Issuer are true and correct and have been prepared and are maintained in accordance with such principlessound accounting practice. The balance sheets fairly present the condition of the Company and Issuer has not made any changes in its Subsidiaries as at the dates thereofaccounting practice since December 31, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 19992014.

Financial Statements. The Company has furnished you with (a) True and complete copies of (i) the following financial statements, identified by a principal financial officer audited consolidated balance sheet of Purchaser for each of the Company: three fiscal years ended as of December 31, 1999, December 31, 1998 and December 31, 1997, and the related audited consolidated income statement and statement of source and application of funds of Purchaser, together with all related notes thereto accompanied by the reports thereon of Purchaser's independent auditors (collectively referred to herein as the "PURCHASER ANNUAL REPORTS") have been made available by Purchaser to the Sellers, and (ii) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries Purchaser as at of June 30, 2000, and the related consolidated profit and loss account of Purchaser, together with all related notes thereto (collectively referred to herein as the "PURCHASER INTERIM REPORTS", and together with the Purchaser Annual Reports, the "PURCHASER REPORTS"), shall be made available by Purchaser to the Sellers within three Business Days from the date of this Agreement. The Purchaser Reports (i) were prepared in accordance with the years books of 1994 through 2001, consolidated statements of operations and statements of patrons' account and other equity and comprehensive income financial records of Purchaser, (lossii) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct present fairly in all material respects the consolidated financial condition and results of operations and all statements of source and application of funds of Purchaser and its subsidiaries as of the respective dates thereof or for the respective periods covered thereby and (subject, as to interim statements, to changes resulting from audits and year-end adjustments), iii) have been prepared in accordance with GAAP based on the Swiss accounting rules for banks and the Swiss accounting and reporting recommendations for the insurance business of Purchaser consistently followed throughout applied during the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements noted therein. (b) Except as and other correspondence delivered to Prudential) since July 1the extent set forth on the consolidated balance sheet of Purchaser as at December 31, 1999, including the notes thereto, or except as otherwise contemplated by this Agreement, neither Purchaser nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 1999 that would not have a Material Adverse Effect on Purchaser.

Financial Statements. (a) The Company has furnished you with delivered to the following financial statements, identified by Parent a principal financial officer copy of (A) the Company: audited consolidated balance sheets of the Company and its Subsidiaries as at June 30of December 31, in 2017, together with the years of 1994 through 2001, audited consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and , cash flows and stockholders’ equity of the Company and its Subsidiaries for such yearsthe year then ended, all certified by KPMG Peat Marwickand the related notes thereto, and (B) the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries (the “Consolidated Balance Sheet”) as at July 1of October 31, 2000 and 2018, together with the related unaudited consolidated statements of operations and comprehensive loss, cash flows and shareholders’ equity of the Company and its Subsidiaries for the nine-month period then ended (such audited and unaudited financial statements collectively being referred to herein as the “Consolidated Financial Statements”). The Consolidated Financial Statements, together with the notes thereto, (i) complies in all material respects with the accounting requirements and with the published rules and regulations of patrons' the SEC with respect thereto applicable to companies subject to the reporting requirements of the Exchange Act, (ii) have been prepared in accordance with GAAP (except that the unaudited Consolidated Financial Statements do not contain all notes required by GAAP and other equity are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein or required by changes in GAAP), (iii) are correct and comprehensive income complete in all material respects and (lossiv) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of the operations and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the respective periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. The Company has furnished you with Borrower shall furnish to the following financial statementsLender: (a) as soon as available, identified by a principal financial officer but in any event within 120 days after the end of each fiscal year of the Company: Borrower, a copy of the audited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at June 30the end of such year and the related audited income statement, statement of shareholders’ equity and operating cash flow statement, reported on without qualification or exception by the Accountants and accompanied by a certificate signed by such Accountants in a form reasonably acceptable to the Lender, at the time of the completion of the annual audit, stating that (i) the financial statements fairly present, in all material respects, the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows financial condition of the Company Borrower as of the date thereof and for the period covered thereby and (ii) to the knowledge of such Accountants, no Default exists under Section 6.1 below, to the extent such Section relates to accounting matters or, if such a condition or event has come to their attention, specifying the nature and period of existence thereof; and (b) as soon as available, but in any event not later than 60 days after the end of each fiscal quarter of the Borrower, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for such yearsquarter and the unaudited income statement, statement of shareholders’ equity and operating cash flow statement for such quarter and the portion of the fiscal year through the end of such quarter, all certified by KPMG Peat Marwick, consolidated balance sheets a Responsible Officer of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements Borrower substantially in the form of operations and statements of patrons' and other equity and comprehensive income Exhibit V hereto stating that (lossi) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements are fairly stated in all material respects (including any related schedules and/or notessubject to normal year-end audit adjustments), (ii) are the representations and warranties set forth in this Agreement remain true and correct, and (iii) no Event of Default has occurred and is continuing, each as of such date. All such financial statements to be complete and correct in all material respects (subject, as and to interim statements, to changes resulting from audits be prepared in reasonable detail and year-end adjustments), have been prepared in accordance with GAAP applied consistently followed throughout the periods involved reflected therein and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999prior periods.

Financial Statements. (a) The Company has furnished you with delivered to Buyer the following financial statements, identified by a principal financial officer copies of the Companywhich are attached hereto as Schedule 2.7: consolidated balance sheets of the Company and for its Subsidiaries as at June 30fiscal year ended December 31, in the years of 1994 through 20011997, consolidated statements of operations and statements of patrons' income and other equity retained earnings for the year then ended and comprehensive income (loss) and cash flows a balance sheet of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending interim period ended January 31, 1998 and a statement of income and retained earnings for the interim period ended January 31, 1998 (the "Financial Statements"). The December 31, 1997 balance sheet is hereinafter referred to as the "Company Balance Sheet." Except as set forth on July 1Schedule 2.7, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments)the Financial Statements, have been prepared in accordance with GAAP applied consistently followed throughout during the periods involved covered thereby, and show said Financial Statements, present fairly in all liabilities, direct and contingent, of material respects the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the financial condition of the Company and its Subsidiaries as at the dates thereof, of said statements and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of its operations for the operations periods covered thereby, and all other unaudited financial information provided by the Company to Buyer since the date of the Company Balance Sheet presents fairly and its Subsidiaries for completely in all material respects the periods indicated. There has been no material change information purported to be shown thereon subject to (i) such exceptions as may be indicated in the businessnotes thereto, condition or operations (financial or otherwiseii) normal year-end adjustments and (iii) the omission of footnotes and other presentational items that may be required by GAAP. (b) As of the date of the Company Balance Sheet, the Company did not have any liabilities of any nature, whether accrued, absolute or contingent (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others, liabilities for taxes due or then accrued or to become due, or contingent or potential liabilities relating to activities of the Company or the conduct of its business prior to the date of the Company Balance Sheet), except liabilities stated or adequately reserved against on the Company Balance Sheet. (c) The operating results for fiscal year 1997 and the Company's fiscal year 1998 operating budget which have previously been supplied by the Company to Buyer have been prepared in good faith on the basis of assumptions by the Company which the Company believed were reasonable at the time of the preparation of such projections. (d) Except as set forth on Schedule 2.7, as of the date hereof and as of the Closing, the Company has not had and will not have any liabilities of any nature, whether accrued, absolute or contingent (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company or the conduct of its Subsidiaries taken business prior to the date hereof or the Closing, as a whole the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (except as otherwise described i) stated or adequately reserved against on the Company Balance Sheet or the notes thereto, or (ii) incurred in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999the ordinary course of business of the Company consistent with the terms of this Agreement.

Financial Statements. The Company (a) Seller has furnished you with delivered to Buyer the following financial statements, identified by a principal financial officer copies of the Company: consolidated which are attached hereto as SCHEDULE 3.7(a): (i) Audited balance sheets of the Company Seller for its fiscal years ending on December 31, 1998, 1997 and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations 1996 and statements of patrons' and other equity and comprehensive income (loss) income, retained earnings and cash flows for the three years then ended, with appropriate footnotes. (ii) A balance sheet of Seller as of May 31, 1999 (herein the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations "BASE BALANCE SHEET") and statements of patrons' and other equity and comprehensive income (loss) income, retained earnings and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1periods then ended, 2000with appropriate footnotes, certified by Seller's Chief Financial Officer. Such Said financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP GAAP, applied consistently followed throughout during the periods involved covered thereby, are complete and show correct in all liabilitiesmaterial respects, direct and contingent, present fairly in all material respects the financial condition of Seller at the dates of said statements and the results of its operations and its cash flows for the periods covered thereby. (b) As of the Company and date of its Subsidiaries Base Balance Sheet, Seller had no liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for Taxes due or then accrued or to become due or contingent or potential liabilities relating to its activities or the conduct of Seller's business prior to the date of the Base Balance Sheet regardless of whether claims in respect thereof had been asserted as of such date), except liabilities stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) reflected in Schedules furnished to Buyer hereunder as of the date hereof, or (iii) immaterial liabilities incurred in the ordinary course of Seller's business which are not required to be shown reflected in accordance with such principles. The balance sheets fairly present the condition Base Balance Sheet or the notes thereto under GAAP. (c) Except for the Warehouse Line, as of the Company date hereof and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations Closing, Seller had and will have no liabilities of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including, without limitation, liabilities as guarantor or otherwise with respect to obligations or others, or liabilities for Taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of Seller or the conduct of its business prior to the date hereof or the Closing, as the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) reflected in SCHEDULE 3.7(c), or (iii) incurred after the date of the Company and its Subsidiaries for the periods indicated. There has been no material change Base Balance Sheet in the business, condition or operations (financial or otherwise) ordinary course of business consistent with the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999terms of this Agreement.

Financial Statements. (a) The Company has furnished you with delivered to Buyer the following financial statements, identified by a principal financial officer copies of the Companywhich are attached hereto as Schedule 2.7: consolidated balance sheets of the Company and its Subsidiaries as at June 30for its fiscal years ending on May 31, in the years of 1994 through 20011994, consolidated statements of operations 1995 and 1996 and statements of patrons' and other equity and comprehensive income (loss) income, retained earnings and cash flows for the three years then ended, of which the Company consolidated statements for fiscal years 1994 and its Subsidiaries for such years, all 1995 are certified by KPMG Peat MarwickPrice Waterhouse and the consolidated statements for fiscal year 1996 are certified by BDO Seid▇▇▇, ▇▇P, independent public accountants. The Company has also delivered to Buyer a consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows sheet of the Company and its Subsidiaries for the Fiscal Year interim period ending on July 1March 31, 2000. Such 1997 (a copy of which is included in Schedule 2.7) which is hereinafter referred to as the "Base Balance Sheet." Said financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments)the pro forma balance sheet and income statement prepared by the Company as of July 23, 1997, have been prepared in accordance with GAAP generally accepted accounting principles applied consistently followed throughout during the periods involved covered thereby, and show said financial statements, present fairly in all liabilities, direct and contingent, of material respects the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the financial condition of the Company and each of its Subsidiaries as at the dates thereof, of said statements and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of its operations for the operations periods covered thereby, and all other unaudited financial information provided by the Company to Buyer since the date of the Base Balance Sheet presents fairly and completely the information purported to be shown thereon. (b) As of the date of the Base Balance Sheet, neither the Company nor any Subsidiary had any liabilities of any nature, whether accrued, absolute or contingent (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others, liabilities for taxes due or then accrued or to become due, or contingent or potential liabilities relating to activities of the Company or any Subsidiary or the conduct of their business prior to the date of the Base Balance Sheet), except liabilities stated or adequately reserved against on the Base Balance Sheet, or reflected in Schedules furnished to Buyer hereunder as of the date hereof. (c) All projected operating results for fiscal year 1997 which have previously been supplied by the Company to Buyer have been prepared in good faith on the basis of assumptions by the Company which the Company believed were reasonable at the time of the preparation of such projections. (d) As of the date hereof and its Subsidiaries as of the Closing, neither the Company nor any Subsidiary has had and will have any liabilities of any nature, whether accrued, absolute or contingent (including without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for the periods indicated. There has been no material change in the business, condition taxes due or operations (financial then accrued or otherwise) to become due or contingent or potential liabilities relating to activities of the Company and its Subsidiaries taken or any Subsidiary or the conduct of their business prior to the date hereof or the Closing, as a whole the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except liabilities (except as otherwise described i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) reflected in subsequent unaudited quarterly financial statements and other correspondence delivered Schedules furnished to Prudential) since July 1, 1999.Buyer hereunder on the

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by provided to Parent a principal financial officer correct and complete copy of the Company: audited consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notesnotes thereto) of the Company for the fiscal years ended December 31, 2004 and December 31, 2003 (the "Audited Financial Statements"). The Audited Financial Statements were prepared in accordance with generally accepted accounting principles of the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated. (b) Company has provided to Parent a correct and complete copy of the unaudited consolidated financial statements (including, in each case, any related notes thereto) of the Company for the six month period ended June 30, 2005 (the "Unaudited Financial Statements"). The Unaudited Financial Statements comply as to form in all material respects, and were prepared in accordance with, U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are true subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company. (c) Since January 1, 2000, the books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which are not so set forth. (subjectd) Except as otherwise noted in the Audited Financial Statements or the Unaudited Financial Statements, or as to interim statements, to changes resulting from audits and year-end adjustmentsset forth in Schedule 2.7(d), have been prepared the accounts and notes receivable of the Company reflected on the balance sheets included in the Audited Financial Statements and the Unaudited Financial Statements (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with GAAP consistently followed throughout their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors' rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim except to the periods involved extent set forth in such balance sheet contained therein, and show all liabilities(iv) except as set forth in Schedule 2.7(d), direct and contingent, are not the subject of any actions or proceedings brought by or on behalf of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Company.

Financial Statements. (i) The Company has furnished you made available to Parent true and complete copies of (A) the unaudited balance sheets of the Company as of December 31, 2021 and 2020, together with the following financial statementsrelated unaudited profits and losses statements of the Company for the fiscal years then ended, identified by a principal financial officer (B) the unaudited balance sheet of the Company as of June 30, 2022 (the “Most Recent Company Balance Sheet”), together with the related unaudited profit and loss statement of the Company for the six (6) month period then ended (clauses (A) and (B), collectively, the “Company Financial Statements”), (C) the unaudited balance sheets of the Company: consolidated balance sheets ’s Subsidiaries as of June 30, 2022 (the “Most Recent Subsidiary Balance Sheet”), June 30, 2021 and 2020, together with the related unaudited profits and losses statements of the Company’s Subsidiaries for the fiscal years then ended (collectively, the “Subsidiary Financial Statements,” and collectively with the Company Financial Statements, the “Financial Statements”). The Financial Statements were prepared in accordance with the Agreed Accounting Principles, consistently applied, and fairly present in all material respects the financial condition of the Company and its Subsidiaries, taken as a whole, and its results of operations for the periods then ended. (ii) The respective books of account and other records of the Company and its Subsidiaries as at June 30are, in the years of 1994 through 2001all material respects, consolidated statements of operations complete and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the correct. The Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct Financial Statements have been prepared in a manner consistent in all material respects (subject, as to interim statements, to changes resulting from audits with the books of account and year-end adjustments), other records of the Company. The Subsidiary Financial Statements have been prepared in a manner consistent in all material respects with the books of account and other records of the Company’s Subsidiaries. (iii) Except for (A) those liabilities that are reflected or reserved against on the Most Recent Company Balance Sheet, (B) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Most Recent Company Balance Sheet, and (C) obligations incurred pursuant to this Agreement, neither the Company nor any of its Subsidiaries has incurred any liability of the type required to be set forth on a balance sheet prepared in accordance with GAAP consistently followed throughout that, individually or in the periods involved and show all aggregate with other such liabilities, direct and contingent, of the Company and its Subsidiaries required is or would reasonably be expected to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999material.

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Companydelivered to Parent: (i) an audited consolidated balance sheets sheet of the Company and its Subsidiaries each Company Subsidiary as at June 30December 31, in 1999 (including the years of 1994 through 2001notes thereto), and the related consolidated statements of operations income, retained earnings and cash flow for the fiscal year ended December 31, 1999 (collectively, the "Financial Statements"), together with the report thereon of Branch, ▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, its independent certified accountants, and (ii) an unaudited consolidated balance sheet of the Company and Company Subsidiary as at February 29, 2000, and the related consolidated statements of patrons' income, retained earnings and other equity cash flow for the two months then ended (collectively, the "Interim Financial Statements"). Each of the Financial Statements and comprehensive income (loss) Interim Financial Statements fairly presents in all material respects the consolidated financial position and the results of operations and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the each Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries Subsidiary for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects periods set forth therein (subject, as to interim in the case of unaudited statements, to changes resulting from audits and normal year-end adjustments)audit adjustments which would not be material in amount or effect) in each case in accordance with GAAP as consistently applied during the periods involved, have been except as may be noted therein and subject to the fact that unaudited financial statements do not contain full notes thereto. Neither the Company nor any Company Subsidiary has any liabilities or obligations required to be disclosed in a consolidated balance sheet or the notes thereto prepared in accordance with GAAP consistently followed throughout GAAP, except (i) liabilities or obligations reflected on, or reserved against in, the periods involved Financial Statements or the Interim Financial Statements or in the notes thereto or (ii) liabilities or obligations incurred since February 29, 2000, in the ordinary course of business, consistent with past practices. The Company's financial reserves are adequate to cover claims already incurred. The provision for taxes for the Company as set forth in the Financial Statements and show Interim Financial Statements is adequate and accurate for taxes due and accrued to such date. (b) Subject to any reserves set forth in the Financial Statements and Interim Financial Statements, all liabilitiesof the accounts receivable and notes receivable owing to the Company as of the date hereof constitute, direct and contingentas of the Effective Time will constitute, valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and there are no known or asserted claims, refusals to pay, or other rights of set-off against any thereof. There is (i) no account debtor or note debtor delinquent in its payment by more than 60 days, (ii) no account debtor or note debtor that has refused (or, to the best knowledge of the Company, threatened to refuse) to pay its obligations for any reason, (iii) to the best knowledge of the Company, no account debtor or note debtor that is insolvent or bankrupt, and (iv) no account receivable or note receivable which is pledged to any third party by the Company. (c) The accounts receivable shown on the Financial Statements and the Interim Financial Statements consisted only of items that are fully collectible, good and payable within six months after the Closing. The Company Disclosure Schedule lists all accounts receivable, unbilled invoices and other debts due or recorded in the records of the Company. The amount of all accounts receivable, unbilled invoices and other debts due or recorded in the records and books of account of the Company will be good, payable and its Subsidiaries required collectible in full in the ordinary course of business within six months after the Closing; no contest with respect to the amount or validity of any amount is pending; and none of such accounts receivable or other debts is or will at the Closing be shown in accordance with such principlessubject to any counterclaim or set-off. The balance sheets fairly present values at which accounts receivable are carried reflect the condition historical accounts receivable valuation policy of the Company which is consistent with GAAP applied on a consistent basis. (d) All accounts payable and its Subsidiaries notes payable by the Company to third parties as at of the dates thereofdate hereof arose, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results as of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change Closing will have arisen, in the ordinary course of business, condition and there is no such account payable or operations (financial or otherwise) of the Company and note payable delinquent in its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999payment.

Financial Statements. The Company has furnished you with (a) Attached hereto as Schedule 5.5(a) are the following financial statementsstatements (collectively, identified by a principal financial officer of the Company: “Scheduled Financial Statements”): (i) the non-consolidated balance sheets of each of the Company and its Subsidiaries Regional Tire Distributors (Atlantic) Inc. as at June 30of January 31 for each of the fiscal years ending 2011 and 2012, in the years of 1994 through 2001, and non-consolidated statements of operations income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, all prepared on a reviewed basis, together with the notes thereto and the reports thereon of the Company’s independent external accountant; and (ii) the non-consolidated balance sheets of each of the Company and Regional Tire Distributors (Atlantic) Inc. as of January 31, 2013 (the “Latest Balance Sheets”), and non-consolidated statements of patrons' income and other equity retained earnings for the fiscal year then ended. The Scheduled Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, and comprehensive income (loss) present fairly the non-consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries Regional Tire Distributors (Atlantic) Inc. as of the dates thereof and for such yearsthe periods indicated therein; provided, all certified by KPMG Peat Marwickhowever, that the financial statements described in clause (ii) above are subject to normal, recurring year-end adjustments (which will not be, individually or in the aggregate, materially adverse to the Company) and lack notes (which, if presented, would not differ materially from the notes accompanying the non-consolidated balance sheets reviewed financial statements of the Company and its Subsidiaries Regional Tire Distributors (Atlantic) Inc. as at July 1of January 31, 2000 2011 and 2012. The Audited Financial Statements will contain the unqualified reports thereon of Deloitte LLP, Chartered Accountants, will have been audited in accordance with Generally Accepted Auditing Standards of the United States of America, will have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered thereby, and will present fairly the consolidated statements financial condition, results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its the Subsidiaries as of the dates thereof and for the Fiscal Year ending on July 1, 2000. Such financial statements periods indicated therein. (b) The Company’s books and records (including any related schedules and/or notesall financial records, business records, customer lists, and records pertaining to products or services delivered to customers) (i) are true complete and correct in all material respects and all transactions to which either the Company or any Subsidiary is or has been a party are accurately reflected therein in all material respects on an accrual basis; (subjectii) reflect all discounts, as returns and allowances granted by either the Company or any Subsidiary with respect to interim statements, to changes resulting from audits and year-end adjustments), the periods covered thereby; (iii) have been prepared maintained in accordance with GAAP consistently followed throughout customary and sound business practices in the periods involved Company’s industry; (iv) form the basis for the Scheduled Financial Statements and show will form the basis for the Audited Financial Statements; and (v) reflect in all material respects the assets, liabilities, direct financial position, results of operations and contingent, cash flows of the Company and its the Subsidiaries required to be shown in accordance with such principleson an accrual basis. The balance sheets fairly present Company’s management information systems are adequate for the condition preservation of relevant information and the preparation of accurate reports. (c) The Company maintains a system of internal accounting controls adequate to insure that neither the Company nor any Subsidiary maintains off-the-books accounts and that the assets of the Company and its Subsidiaries as at any Subsidiary are used only in accordance with the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results directives of the operations Company’s management. There are no events of Fraud, whether or not material, that involve management or other employees of either the Company or any Subsidiary who have a significant role in the Company’s financial reporting and relate to the Business. (d) The amounts set forth on Schedule 5.5(d) accurately reflect all amounts necessary to discharge all Indebtedness of the Company and its the Subsidiaries for outstanding immediately prior to the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Closing.

Financial Statements. The Company has furnished you (a) On the Closing Date, the Seller shall have provided the Buyer with the following financial statements, identified by a principal financial officer unaudited consolidated balance sheet of the Company: consolidated balance sheets Shareholder (the “Balance Sheet”) as of February 28, 2015 (the Company “Balance Sheet Date”) and its Subsidiaries as at June 30, in the years of 1994 through 2001, related unaudited consolidated statements of operations and statements of patrons' and other income, owner’s equity and comprehensive income (loss) and cash flows for the two‑month period then ended (together with the Balance Sheet, the “Interim Financial Statements”). On the Closing Date, the Seller shall have provided the Buyer with the unaudited consolidated balance sheet of the Company Shareholder as of December 31, 2014 and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and related consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, owner’s equity, and cash flows for the period then ended (the “Shareholder Unaudited Financial Statements” and, together with the Interim Financial Statements, the “Unaudited Financial Statements”). The Unaudited Financial Statements have been or will be, as applicable, prepared from the books and records of the Company Shareholder and its Subsidiaries for the Fiscal Year ending on July 1present fairly, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjectrespects, the respective financial condition of the Shareholder and the respective results of operations, owners’ equity and cash flow at the dates or for the respective periods then ended, as to interim statementsapplicable, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved GAAP. The books and show all liabilities, direct and contingent, records of the Company Shareholder have been maintained in accordance with good business and its Subsidiaries bookkeeping practices and records of the Shareholder have been maintained in accordance with statutory requirements. The internal controls and procedures of the Shareholder are sufficient to ensure that the Unaudited Financial Statements are accurate in all material respects. (b) Except as set forth on Schedule 3.4(b), the Seller has no Liabilities (whether or not of a nature required to be shown reflected or reserved against in the Interim Financial Statements in accordance with such principles. The balance sheets fairly present GAAP) other than: (i) Liabilities specifically set forth (and only to the condition extent set forth) in the Interim Financial Statements, (ii) Liabilities and obligations that have arisen after KCP-4567096-16 the Balance Sheet Date consistently with past business practice, in or as a result of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results operation of the operations Business, in the Ordinary Course of Business (none of which is a Liability resulting from breach of Contract, breach of warranty, tort, infringement or Action), or (iii) those items arising in the Ordinary Course of Business under any Contract specifically disclosed on any Schedule hereto (or not required to be disclosed because of the Company and its Subsidiaries for term or amount involved). (c) Schedule 3.4(c) lists all distributions made to the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) Shareholder of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) Seller since July January 1, 19992014.

Financial Statements. (a) Seller has delivered to Buyer copies of the unaudited trial balances of the Business as of and for the 12 months ended December 31, 2021, December 31, 2020 and December 31, 2019 (collectively, the “Trial Balances”). (b) The Company Trial Balances (i) have been prepared in good faith and in accordance with Seller’s regular accounting policies, practices and methodologies applied on a consistent basis and (ii) are derived from the books and records of Seller and its Affiliates, which are maintained by Seller and its Affiliates in a manner that permits Seller to prepare consolidated financial statements of Seller and its Affiliates in accordance with GAAP. (c) Notwithstanding the foregoing, the Trial Balances and the representations and warranties in clauses (a) and (b) of this Section 2.5 are qualified by the fact that (i) the Business has furnished you with the following not operated on a separate standalone basis and historically has not been separately reported within Seller’s and its Affiliates’ consolidated financial statements, identified by a principal financial officer and (ii) the Trial Balances are not necessarily indicative of what the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements results of operations and statements of patrons' and other equity and comprehensive income (loss) financial position and cash flows of the Company Business will be in the future. (d) Accounts Receivable reflected on the most recent Trial Balance have arisen in the Ordinary Course of Business, and, to the Seller’s Knowledge, represent, or will represent, valid and its Subsidiaries enforceable obligations arising solely out of bona fide sales, performance of services or other business transactions in the Ordinary Course of Business, and to the Knowledge of Seller, are not subject to any material pending set-offs, counterclaims or valid defenses, other than normal cash discounts accrued in the Ordinary Course of Business and subject to allowances for such years, all certified by KPMG Peat Marwick, consolidated balance sheets bad debt recorded on the Trial Balances. (e) All of the Company Inventory is of a quality and its Subsidiaries as at July 1, 2000 quantity usable and consolidated statements saleable in the Ordinary Course of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct Business in all material respects (subjectrespects, as to interim statementsexcept for obsolete, to changes resulting from audits and yeardamaged, defective, slow-end adjustments), moving or excess inventory items that have been prepared in accordance written off or written down to fair market value or for which adequate reserves have been established. No material amount of such Inventory is with GAAP consistently followed throughout the periods involved and show customers, distributors or other Persons, on consignment or otherwise, that could be returned to Seller or any of its Affiliates for a full refund of all liabilities, direct and contingent, or part of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999purchase price therefor.

Financial Statements. The Company Seller has furnished you with Previously Disclosed to Buyer (a) the following financial statements, identified by a principal financial officer of the Company: unaudited consolidated balance sheets as of December 31, 2007, 2008 and 2009 and the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, related unaudited consolidated statements of operations income and cash flows, together with the notes thereto, for the years then ended, (b) the unaudited consolidated balance sheet as of November 30, 2010 (the “Balance Sheet Date”) and the related unaudited consolidated statements of patrons' income and cash flows, together with the notes thereto, for the eleven-month period ended November 30, 2010 of Shanghai Chuangxin and the other equity Fosun Companies and comprehensive (c) the audited statutory financial statements of each of the Fosun Companies as at December 31, 2007, 2008 and 2009 and for each of the years then ended, together with the notes thereto, accompanied by the report of such Fosun Company’s statutory auditor (the foregoing financial statements in clauses (a), (b) and (c) above being collectively referred to as the “Financial Statements”). The Financial Statements have been prepared in compliance with the requirements of all applicable legislation in China (as applicable) and in accordance with Chinese GAAP applied on a consistent basis throughout the periods indicated and in accordance with past practice, and such Financial Statements fairly present in all material respects the consolidated financial condition and consolidated results of operations of the Fosun Companies as of the dates and for the periods indicated therein. The results shown by such consolidated statements of income (loss) and cash flows of the Company and its Subsidiaries Fosun Companies have not (except as disclosed in the Financial Statements) been affected by any extraordinary, exceptional or non-recurring item or by any other fact or circumstance making the profit or loss for such years, all certified a period covered by KPMG Peat Marwick, consolidated balance sheets any of the Company and its Subsidiaries as at July 1Financial Statements unusually high or low. Subsequent to the Balance Sheet Date, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (lossa) and cash flows none of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including Fosun Companies has incurred any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and or contingent, that are material, individually or in the aggregate, to such Fosun Company, or has entered into any material transactions not in the ordinary course of business, (b) there has not been any change in the registered capital or issued share capital (as applicable), (c) there has not been any increase in indebtedness of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereofFosun Companies for money borrowed or guaranteed beyond RMB 2,000,000, and the statements of operations and statements of patrons' and other equity and comprehensive income (lossd) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There there has not been no material any change in the business, management, operations or financial condition or operations (financial or otherwise) of any Fosun Company that would be reasonably likely to have a Material Adverse Effect. None of the Fosun Companies has directly or indirectly engaged in, nor is any Fosun Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1party to, 1999any form of off-balance sheet financing.

Financial Statements. The Company has furnished you with heretofore delivered to the following financial statements, identified by a principal financial officer Lenders through the Agent copies of (i) the Company: consolidated balance sheets audited Consolidated Balance Sheet of the Company and its Subsidiaries as at June 30of December 31, in 1995, and the years related consolidated Statement of 1994 through 2001Income and Retained Earnings, and consolidated statements Statement of operations Cash Flows, for the fiscal year then ended, and statements of patrons' and other equity and comprehensive income (lossii) and cash flows the unaudited pro-forma (after giving effect to the Reorganization) Consolidated Balance Sheet of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets as of the Company proposed Reorganization Date, and its Subsidiaries as at July the related pro-forma (after giving effect to the Reorganization) Consolidated Statement of Income and Retained Earnings for the period from January 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income 1996 to September 30, 1996 (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1collectively, 2000. Such financial statements (including together with any related schedules and/or notes) are true notes and correct in all material respects (subjectschedules, as to interim statements, to changes resulting from audits and year-end adjustmentsthe "Financial Statements"), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets Financial Statements fairly present the Consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries the Subsidiaries, in each case as of the dates and for the periods indicatedindicated therein and, except as noted therein, have been prepared in conformity with GAAP as then in effect. There Neither the Company nor any Subsidiary has any obligation or liability of any kind (whether fixed, accrued, contingent, unmatured or otherwise) which, in accordance with GAAP as then in effect, should have been disclosed in the Financial Statements and was not. Except with respect to the disclosures made in the Registration Statement, since December 31, 1995 (x) there has been no material Material Adverse change, including as a result of any change in law, in the businessconsolidated financial condition, condition operations, business or operations (financial or otherwise) Property of the Company and its Subsidiaries taken as a whole and (except as otherwise described y) the Company and its Subsidiaries have conducted their businesses only in subsequent unaudited quarterly financial statements the ordinary course. Immediately after giving effect to the transactions contemplated by the Reorganization Documents and other correspondence delivered to Prudential) since July 1the making of each Loan and the issuance of each Letter of Credit, 1999the Company and each Subsidiary is and will be Solvent.

Financial Statements. The Company BHP has furnished you with delivered to FCNY true and correct copies of the following financial statementsfollowing: (a) the balance sheet of BHP as of December 31, identified 1996 and the related consolidated statements of operations, stockholders' equity, and cash flows for the fiscal year then ended, all of which have been audited by a principal financial officer firm of independent certified public accountants, and including any and all related notes, supplementary information and exhibits thereto, (b) the Company: consolidated unaudited balance sheets sheet of the Company BHP as of March 31, 1997 and its Subsidiaries as at June 30, in 1997 (the years of 1994 through 2001, "Interim Financial Statements") and the related unaudited consolidated statements of operations and statements of patronsoperations, stockholders' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1periods then ended, 2000including any and all related notes, supplementary information and exhibits thereto, and (c) either (i) copies of any management comment letters prepared by a firm of independent certified pub lic accountants for BHP since its formation, and BHP's responses thereto, or (ii) a certificate signed by the Chief Financial Officer of BHP stating that no such comments have been received since such date. Such The financial statements provided pursuant to this Section 3.5 are sometimes referred to herein as the "BHP Financial Statements." The BHP Financial Statements and the Interim Financial Statements of Seller (including any related schedules and/or notesprovided to FCNY pursuant to Section 3.5(b) hereof) (A) are true complete and correct in all material respects and fairly present the information purported to be shown therein, (subjectB) are as applicable, as to interim statementsin accordance with, to changes resulting and have been derived from audits the books and year-end adjustments)records of BHP, (C) have been prepared in accordance conformity with GAAP generally accepted accounting principles consistently followed applied throughout the periods involved and show all liabilitiesindicated, direct and contingentexcept as indicated therein, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof(D) reflect adequate reserves for claims incurred but not yet reported, and the statements of operations and statements of patrons' and other equity and comprehensive income (lossE) and cash flows fairly present the results of the operations and changes in stockholders' equity of the Company and its Subsidiaries BHP, for the periods indicated. There has been no material change in , (F) fairly present the businessfinancial condition, condition or operations (financial or otherwise) assets and liabilities of BHP, as of the Company dates thereof, (G) make full and its Subsidiaries taken adequate provision for all liabilities of BHP, as a whole of the dates thereof, (except as otherwise described H) reflect all accrued and unpaid benefits of employees of BHP, including, without limitation, vacation and holiday pay, sick leave and pension Liability and (I) do not contain any statement that is false or misleading with respect to any material fact or omit to state any material fact required to be stated therein or necessary in subsequent unaudited quarterly financial order to make the statements and other correspondence delivered to Prudential) since July 1, 1999therein not misleading.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer provided true and complete copies of the Company: consolidated financial statements and information of the Group Companies (the “Financial Information”, including without limitation, audited and/or unaudited balance sheets of the Company Group Companies, if applicable) to the Investors prior to the Closing. Further, Section 16 of the Disclosure Schedule sets forth the unaudited financial statements of the Domestic Companies as of and its Subsidiaries as at for the fiscal year ending on June 30, in 2015 and the years of 1994 through 2001, unaudited consolidated balance sheets (the “Balance Sheet”) and statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year Domestic Companies as of and for the six-month period ending on July 1June 30, 20002015 (the “Statement Date”) (collectively, the Financial Information referred to above, the “Financial Statements”). Such financial statements The Financial Statements provided to the Investors (including any related schedules and/or notesa) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the books and records of the Group Companies, (b) fairly present in all material respects the financial condition and position of the Group Companies as of the dates indicated therein and the results of operations and cash flows of the Group for the periods involved and show all liabilities, direct and contingent, indicated therein. All of the Company accounts receivable owing to any of the Group Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and its Subsidiaries enforceable claims and are current and collectible in the ordinary course of business in all material respects, net of any reserves shown on the Financial Information (which reserves are adequate and were calculated on a basis consistent with the Accounting Standards), and no further goods or services are required to be shown provided in order to complete the sales and to entitle the applicable Group Company to collect in full in respect of any such receivables. There are no material, contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of any Group Company. Except as set forth in the Financial Statements, each Group Company has no material liabilities or obligations, contingent or otherwise, as of the Statement Date, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date, (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. Each Group Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with such generally accepted accounting principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999.

Financial Statements. The Company has furnished you delivered to Parent copies of financial statements (hereinafter collectively called the "Financial Statements"), which have been prepared in accordance with generally accepted accounting principles consistently applied and maintained throughout the following periods indicated and fairly present the financial statements, identified by a principal financial officer condition of the CompanyCompany as at their respective dates and the results of its operations for the periods covered thereby (subject to normal year-end adjustments and except that any unaudited financial statements do not contain all required footnotes) as follows: consolidated balance sheets of the Company at August 31, 1999 and its Subsidiaries as at June September 30, in 1997 and 1998, and the years of 1994 through 2001, consolidated related statements of operations earnings for the eleven (11) months ended August 31, 1999, the five (5) months ended September 30, 1997, and statements of patrons' and other equity and comprehensive income (loss) and cash flows the fiscal year ended September 30, 1998. The balance sheet of the Company at August 31, 1999 is referred to herein as the "Company Balance Sheet." Such statements of earnings do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business except as expressly specified therein, and its Subsidiaries such interim financial statements include all adjustments, which consist only of normal recurring accruals, necessary for such years, all certified by KPMG Peat Marwick, consolidated balance sheets a fair presentation. Except as set forth in Section 2.4 of the Company and its Subsidiaries Disclosure Schedule, all receivables identified in the Company Balance Sheet are collectible in full in the ordinary course of business, consistent with past practice, subject to any reserve therefor set forth on the Company Balance Sheet. Except as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows set forth in Schedule 2.4 of the Company Disclosure Schedule, all inventories of raw materials, work-in-process and its Subsidiaries for finished goods set forth and reflected in the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjectCompany Balance Sheet, as well as any inventory the Company has directed any of its manufacturing subcontractors to interim statementsprocure and manufacture on the Company's behalf, to changes resulting from audits and year-end adjustments), have been prepared were acquired in accordance the ordinary course of business consistent with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, past practice. Except as set forth in Schedule 2.4 of the Company Disclosure Schedule, all such inventories consist of a quality and its Subsidiaries required quantity usable and saleable (free of any material defect or deficiency) in the ordinary course of business, consistent with past practice, except for slow-moving, damaged or obsolete items and materials of below standard quality, all of which have been written down to be shown net realizable value or in accordance with such principles. The balance sheets fairly present the condition respect of which adequate reserves have been provided, in each case as fully reflected in the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Balance Sheet.

Financial Statements. The Company has furnished you with Set forth in Schedule 4.7 attached hereto are the following financial statements, identified by a principal financial officer of the Company: unaudited consolidated balance sheets sheet of each Acquired Entity as of July 31, 2009 and 2008, and the Company related unaudited consolidated statement of operations, statement of stockholders’ equity, and its Subsidiaries as at June 30, in the years statement of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company respective Acquired Entity for the year ended July 31, 2009 and its Subsidiaries for such years, all certified by KPMG Peat Marwick, 2008; and the unaudited consolidated balance sheets (each a “Balance Sheet”) of each Acquired Entity as of October 31, 2009 (the Company “Balance Sheet Date”), and its Subsidiaries as at July 1the related unaudited consolidated statement of operations, 2000 statement of stockholders’ equity, and consolidated statements statement of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries each Acquired Entity for the Fiscal Year ending on July 1nine month period ended October 31, 20002009. Such All of the financial statements (including any related schedules and/or notes) referred to in this Section 4.7 are true and correct in all material respects (subjecthereinafter collectively referred to as the “Acquired Entities Financial Statements.” Except as otherwise noted therein, as to interim statements, to changes resulting from audits and year-end adjustments), the Acquired Entities Financial Statements have been prepared in accordance with GAAP consistently followed throughout the periods involved books and show all liabilities, direct and contingent, records of the Company Acquired Entities and its Subsidiaries required to be shown in accordance with such principlesnot GAAP. The balance sheets Acquired Entities Financial Statements, together with the notes thereto (if any) fairly present in all material respects the condition of the Company and its Subsidiaries as at the dates thereofconsolidated financial condition, and the statements results of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results flow of the operations Acquired Entities, as the case may be, as of the Company dates and its Subsidiaries for the periods indicatedindicated therein, subject to normal year-end audit adjustments, which shall not be material. There No event has been no occurred and nothing has come to the attention of the Acquired Entities to indicate that the Acquired Entities Financial Statements did not fairly present in any material change respect the consolidated financial condition, results of operations and cash flow of the Acquired Entities, as the case may be, as of the dates and for the periods indicated therein. The Acquired Entities do not have any liabilities of any nature, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, other than: (a) debts, liabilities or obligations that are reflected, reserved for or disclosed in the businessAcquired Entities Financial Statements; (b) debts, condition liabilities or operations obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; (financial c) debts, liabilities or otherwise) obligations arising in the ordinary course of business under any written contract by which any of the Company Acquired Entities is bound, excluding liabilities based upon any breach or default of such contracts by the Acquired Entities; (d) liabilities for Transaction Expenses; and its Subsidiaries taken as a whole (except as otherwise described e) debts, liabilities or obligations disclosed in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999the Acquired Entities Financial Statements.

Financial Statements. The Company has furnished you (a) Schedule 3.6(a) sets forth true and complete copies of (i) audited combined balance sheet, together with related combined statements of operations, cash flow and changes in net investment, for the following financial statementsTransferred Companies for the fiscal years ending December 31, identified 2012 and December 31, 2013, including an unqualified opinion thereon issued by a principal financial officer of Ernst & Young, LLP (the Company: consolidated “Audited Financial Statements”) and (ii) unaudited combined balance sheets of the Company and its Subsidiaries as at June 30sheet, in the years of 1994 through 2001, consolidated together with related combined statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such yearschanges in net investment, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year Transferred Companies for the quarter ending on July 1March 31, 20002014 (the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), The Financial Statements have been prepared in accordance with GAAP consistently followed throughout (other than, with respect to the Interim Financial Statements, the absence of footnotes and the absence of a statement of cash flows). The Audited Financial Statements fairly present in all material respects, on a combined basis, under GAAP, the financial position of the Transferred Companies as of the dates thereof and the results of the operations, cash flows and changes in net investment of the Transferred Companies for the periods involved then ended. The Interim Financial Statements fairly present in all material respects, on a combined basis, under GAAP (other than the absence of footnotes and show all liabilitiesthe absence of a statement of cash flows), direct and contingent, the financial position of the Company Transferred Companies as of March 31, 2014 and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations and changes in net investment of the Company and its Subsidiaries Transferred Companies for the periods indicated. There then ended. (b) Since December 31, 2013, (i) the business of the Transferred Companies has been conducted in accordance with the Ordinary Course of Business, other than for the transactions contemplated by this Agreement, (ii) no material change action has been taken by any Transferred Company that would have been prohibited by Sections 6.1(b), (m), (p) and (t), if taken after the date hereof (nor has any Transferred Company agreed or committed in writing to do any of the foregoing) and (iii) there has not been any change, event or effect relating to the Transferred Companies that, individually or in the businessaggregate, condition resulted in, or operations would reasonably be expected to result in, a Material Adverse Effect. (financial c) The Transferred Companies have no liabilities or otherwiseobligations of any nature whatsoever, whether absolute, accrued or contingent, that would be required to be reflected or reserved against in the Financial Statements or disclosed in the footnotes thereto as of their respective dates in accordance with Section 3.6(a) above, except for those (a) reflected or reserved on the Financial Statements, (b) set forth on Schedule 3.6(c) or (c) that do not exceed $1,000,000 individually or $5,000,000 in the aggregate. (d) The inventory of the Company and its Subsidiaries taken as Transferred Companies is recorded on the Transferred Companies’ balance sheet on a whole (except as otherwise described lower of cost or market basis, subject to adequate reserves or allowances in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999accordance with GAAP.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer previously delivered -------------------- to Buyer copies of the Company: (a) consolidated balance sheets of the Company as of December 31st for the fiscal years 1998 (audited), 1999 (unaudited) and its Subsidiaries as at June 302000 (unaudited), and the related statements of income, changes in shareholders' equity and cash flows for the fiscal years 1998, 1999 and 2000, inclusive, and in the years case of 1994 through 2001the 1998 balance sheet, accompanied by the audit report, and (b) the unaudited interim consolidated balance sheet and related statements of operations and statements of patronsincome, changes in shareholders' and other equity and comprehensive income (loss) and cash flows of the Company as of and its Subsidiaries for such yearsthe five (5) month period ended May 31, all certified by KPMG Peat Marwick2001 (collectively, consolidated the statements referred to above being referred to as the "Company Financial Statements" and the balance sheet as of May 31, 2001 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes, where applicable) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company dates thereof, and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such other financial statements (including any related schedules and/or notes) are true and correct referred to in this Section 4.6 present fairly in all material respects (subject, as to interim in the case of the unaudited statements, to changes resulting from audits recurring audit adjustments normal in nature and year-end adjustments)amount) the consolidated results of its operations and its cash flows for the respective fiscal periods therein set forth; each of such statements (including the related notes, have where applicable) comply in all material respects with applicable accounting requirements with respect thereto; and, except as set forth in Schedule 4.6 hereto, each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved. Except for (i) those liabilities that are fully reflected or reserved against on the Company Balance Sheet and show all liabilities, direct and contingent, (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet and its Subsidiaries which are not material, individually or in the aggregate, the Company has no liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise and whether due or to become due, which are or would be required by GAAP to be shown in accordance with on its consolidated balance sheet for such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999date.

Financial Statements. (a) The Company shall provide to the Purchaser audited financial statements for the period from the Company’s inception through June 30, 2012 (the “Financial Statements”). The Financial Statements (i) were prepared from the Books and Records; (ii) were prepared in accordance with GAAP; (iii) fairly and accurately present the Company’s financial condition and the results of its operations as of their respective dates and for the periods then ended; (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates; and (v) contain and reflect adequate provisions for all reasonably anticipated liabilities for all material income, property, sales, payroll or other Taxes applicable to the Company with respect to the periods then ended. The Company has furnished you heretofore delivered to Purchaser complete and accurate copies of all “management letters” received by it from the Company’s accountants and all responses during the last three years by lawyers engaged by the Company to inquiries from the Company’s accountant or any predecessor accountants. (b) Except as specifically disclosed, reflected or fully reserved against on the June 30, 2012 balance sheet (the “June 30, 2012 Balance Sheet”) and for liabilities and obligations of a similar nature and in similar amounts incurred in the ordinary course of business since the date of the June 30, 2012 Balance Sheet, there are no liabilities, debts or obligations of any nature (whether accrued, absolute, contingent, liquidated or unliquidated, unasserted or otherwise) relating to the Company. All debts and liabilities, fixed or contingent, which should be included in accordance with GAAP on an accrual basis on the June 30, 2012 Balance Sheet are included therein. (c) The June 30, 2012 Balance Sheet accurately reflects the outstanding Indebtedness of the Company as of the respective dates thereof. Except as set forth on Schedule 3.10(b), the Company does not have any Indebtedness. (d) Nothing done by the Company will prevent the Purchaser from complying with the following financial statements, identified by a principal financial officer S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 after the Transaction is consummated. (e) All Books and Records of the Company: consolidated balance sheets Company have been properly and accurately kept and completed in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The Company has none of its records, systems controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any mechanical, electronic or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) is not under the exclusive ownership (excluding licensed software programs) and direct control of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as which is not located at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition Offices or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999at locations set forth on Schedule 3.10(e).

Financial Statements. (a) The Company has furnished you with previously made available to Parent copies of (a) the following consolidated statements of financial statements, identified by a principal financial officer of the Company: consolidated balance sheets condition of the Company and its Subsidiaries as at June 30of December 31, in 2016 and 2017, and the years of 1994 through 2001, related consolidated statements of operations and statements of patrons' and other income, changes in shareholders’ equity and comprehensive income (loss) and cash flows for the fiscal years ended December 31, 2015, 2016 and 2017, accompanied by the audit report (or reports) of BDO USA (the Company and its Subsidiaries for such years“Accounting Firm”), all certified by KPMG Peat Marwickindependent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited consolidated balance sheets statement of financial condition of the Company and its Subsidiaries as at July 1of June 30, 2000 2018 and the related unaudited consolidated statements of operations income and cash flows for the three and six months ended June 30, 2017 and 2018 and (d) the notes, if any, related thereto (collectively, the “Company Financial Statements”). The consolidated statements of patrons' financial condition of the Company (including the related notes, where applicable) included within the Company Financial Statements fairly present the consolidated financial position of the Company and other its Subsidiaries as of the dates thereof, and the consolidated statements of income, changes in shareholders’ equity and comprehensive income cash flows (lossincluding the related notes, where applicable) included within the Company Financial Statements fairly present the consolidated results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements respective fiscal periods therein set forth; and each of the Company Financial Statements (including any the related schedules and/or notes, where applicable) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have has been prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved. The books and show all liabilities, direct and contingent, records of the Company and its Subsidiaries required to be shown have been, and are being, maintained in accordance with such principles. The balance sheets fairly present GAAP and any other applicable legal and accounting requirements, and reflect only actual transactions. (b) Except as and to the extent reflected, disclosed or reserved against in the Company Financial Statements (including the notes thereto), as of June 30, 2018, neither the Company nor any of its Subsidiaries had any liabilities, whether absolute, accrued, contingent or otherwise, material to the financial condition of the Company and its Subsidiaries on a consolidated basis which were required to be so disclosed under GAAP. Since June 30, 2018, neither the Company nor any of its Subsidiaries have incurred any liabilities except in the Ordinary Course of Business, except as at specifically contemplated by this Agreement. (c) Since June 30, 2018, there has not been any material change in the dates thereofinternal controls utilized by the Company to assure that its consolidated financial statements conform with GAAP. The Company is not aware of any significant deficiencies or material weaknesses in the design or operation of such internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and is not aware of any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in such internal controls. (d) The Accounting Firm is and has been throughout the periods covered by the Company Financial Statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) and (y) “independent” with respect to the Company within the meaning of the rules of applicable bank regulatory authorities and the statements of operations and statements of patrons' and other equity and comprehensive income (lossPublic Company Accounting Oversight Board. Section 3.6(d) and cash flows fairly present the results of the operations Company Disclosure Schedule lists all non-audit services performed by the Accounting Firm (or any other of its then independent public accountants) for the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July January 1, 19992015.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Attached as Section 3.05(a) of the Company: consolidated Seller Disclosure Letter are the (i) reviewed balance sheets sheet of Seller as of March 31, 2016 and the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated related reviewed statements of operations income, retained earnings and cash flows, (ii) audited balance sheet of Seller as of December 31, 2015 and the related audited statements of patrons' and other equity and comprehensive income (loss) income, retained earnings and cash flows and (iii) the reviewed balance sheet of Seller as of December 31, 2014 and the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated related reviewed statements of operations and statements of patrons' and other equity and comprehensive income (loss) income, retained earnings and cash flows (collectively, the “Financial Statements”). (b) The Financial Statements (i) are true, correct and complete in all material respects, (ii) were derived from the books and records of Seller, (iii) were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied, as of the Company dates and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements periods presented and (including any related schedules and/or notesiv) are true and correct fairly present in all material respects (subject, as to interim statements, to changes resulting from audits the consolidated financial position and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company Business as of the dates and its Subsidiaries for the periods indicatedpresented. (c) There are no internal investigations, inquiries or investigations by any Governmental Entity pending or, to the Knowledge of Seller, threatened, in each case, regarding any accounting or auditing practices of Seller. There Since January 1, 2013, there has not been no any material change in any accounting or auditing practices, including any material change with respect to the businessreserves methodology (whether for bad debts, condition or operations (financial contingent liabilities or otherwise), of Seller. During the periods covered by the Financial Statements or subsequent thereto, no audit firm has declined or indicated its inability to issue an opinion with respect to any financial statements of Seller. (d) Gray, Gray & Gray, LLP, which has delivered its report with respect to the audited consolidated financial statements and schedules included in Section 3.05(a) of the Seller Disclosure Letter, is an independent public accounting firm with respect to Seller and the Business within the meaning of the rules and regulations adopted by the SEC and the Public Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999Accounting Oversight Board.

Financial Statements. (A) The Company has furnished you with the following PRO FORMA financial statements, identified by a principal financial officer statements of the Company: consolidated balance sheets of the Company Borrower and its Subsidiaries as at June 30, contained in the years Initial Registration Statement, present on a PRO FORMA basis the financial condition of 1994 through 2001the Borrower and such Subsidiaries as of the dates contained therein, consolidated and reflect on a PRO FORMA basis those liabilities reflected in the notes thereto and resulting from consummation of the Initial Acquisitions, the Mergers, the Public Offering and the Related Transactions and the other transactions contemplated by this Agreement, and the payment or accrual of all Transaction Costs payable with respect to any of the foregoing. The projections and assumptions dated May 6, 1998 and delivered to the Administrative Agent were prepared in good faith and on the basis of assumptions and information that the Borrower believed to be reasonable at the time so furnished. (B) The historical financial statements of operations the Borrower and statements of patrons' and other equity and comprehensive income (loss) and cash flows each of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of Founding Companies included in the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been Initial Registration Statement were prepared in accordance with GAAP generally accepted accounting principles consistently followed applied throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole covered thereby (except as otherwise described in subsequent unaudited quarterly expressly noted therein), (ii) to the Borrower's knowledge, after diligent inquiry, fairly present the financial statements condition of each of the Borrower and the Founding Companies as of the dates thereof and the results of operations for the periods covered thereby; and (iii) show all material indebtedness and other correspondence delivered to Prudential) since July 1liabilities, 1999direct or contingent, of each of the Borrower and the Founding Companies as of the dates thereof.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer heretofore delivered to Parent true and correct copies of the Company: consolidated (a) an unaudited balance sheets sheet of the Company at December 31, 1997, together with related unaudited statements of operations, shareholders' equity and its Subsidiaries as cash flows for the fiscal year then ended; (b) an unaudited balance sheet of the Company (the "Reference Balance Sheet") at December 31, 1998 (the "Reference Balance Sheet Date"), together with related unaudited statements of operations, shareholders' equity and cash flows for the fiscal year then ended (c) an unaudited balance sheet of the Company at June 30, in the years of 1994 through 20011999, consolidated together with related unaudited statements of operations and statements of patronsoperations, shareholders' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1fiscal period then ended and has covenanted to deliver certain audited statements in accordance with section 5.2 (collectively, 2000the "Financial Statements"). Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subjectFinancial Statements, as to interim statements, to changes resulting from audits and year-end adjustments)excepting footnotes, have been prepared in accordance with GAAP consistently followed generally accepted accounting principles ("GAAP") applied on a basis consistent throughout the periods involved indicated and show with each other. The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. The Company has made known, or caused to be made known, to the accountants or auditors who have prepared the Financial Statements all liabilitiesmaterial facts and circumstances which could affect the preparation of the Financial Statements. Except as disclosed in the Financial Statements, direct the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. All financial transactions of the Company relating to the Company business have been and contingentwill be accurately recorded in the Company's books and records and, without limiting the generality of the foregoing, all monies set aside or held in trust by the Company for the benefit of another person are properly accrued or so held and are completely and accurately recorded in the books and records of the Company and its Subsidiaries required to no claim can be shown made against the Company in accordance with such principles. The balance sheets fairly present the condition respect thereof in excess of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition amounts so set aside or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999held.

Financial Statements. (a) The Company has furnished you with delivered to Buyer the following financial statements, identified by a principal financial officer copies of which are attached hereto as Schedule 4.5(a) (collectively, the “Company: ’s Financial Statements”): (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at June 30of December 31, in the years of 1994 through 20012006 and December 31, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years2007, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows for each of the Company years then ended (such December 31, 2007 audited consolidated balance sheet being hereinafter referred to as the “Latest Audited Balance Sheet”); and (ii) the Estimated Reference Date Balance Sheet, and its Subsidiaries the unaudited, unconsolidated statements of income and cash flows for the Fiscal Year ending on July 1three-month period then ended. Subject to, 2000. Such financial statements (including in the case of any related schedules and/or notes) of the Company’s Financial Statements that are true unaudited, the absence of footnotes and correct in all material respects (subjectthe need to make normal, as to interim statements, to changes resulting from audits and recurring year-end adjustments)adjustments with respect to any of the Company’s Financial Statements that are unaudited, the Company’s Financial Statements have been prepared in accordance with GAAP consistently followed throughout applied and present fairly in all material respects the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the consolidated results of the operations of the Company Company’s operations, changes in stockholders’ equity and its Subsidiaries cash flows, respectively, at and for the periods indicated. There presented. (b) Neither the Company nor any of its Subsidiaries has been no material change any indebtedness or liabilities of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that would, individually or in the businessaggregate, condition reasonably be expected to result in a Loss that would exceed $1,000,000 or operations otherwise reasonably be expected to result in a Company Material Adverse Effect, other than those (financial i) fully reflected in or otherwisereserved against in the Latest Audited Balance Sheet, or (ii) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999set forth on Schedule 4.5(b).

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer (a) Attached hereto as Schedule 2.6 are copies of the Company: (i) audited consolidated balance sheets of the Company and its Subsidiaries the Group Companies as at June 30December 31, in 2006, 2007 and 2008, and the years of 1994 through 2001, related audited consolidated statements of operations income, changes in shareholders’ equity and cash flows for the fiscal years then ended, together with the notes and schedules thereto and the report thereon of the External Auditor of the Company (the “Audited Financial Statements”) and (ii) unaudited consolidated balance sheet of the Company and the Group Companies as at August 31, 2009, and the related year-to-date unaudited consolidated statements of patrons' and other income, changes in shareholders’ equity and comprehensive income cash flows (lossthe “Management Accounts” and, together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements (A) have been prepared in all material respects in accordance with GAAP and (B) fairly present in all material respects the financial condition, the results of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries Group Companies as at July 1, 2000 the dates of and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1periods referred to in the Audited Financial Statements. Except as set forth in Schedule 2.6, 2000. Such the Management Accounts in all material respects (x) have been properly extracted from the accounting records, (y) were prepared in a manner consistent with prior unaudited interim financial statements and (including any related schedules and/or z) were prepared in accordance with GAAP, subject to normal recurring year-end adjustments and the absence of notes) , which will not be material in amount or significance in the aggregate. Except as set forth in Schedule 2.6, the books of account and financial records of each Group Company are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared and are maintained in accordance with sound accounting practice. None of the Group Companies has made any material changes in its accounting methods or practices since the Balance Sheet Date. (b) Since the Balance Sheet Date, there has been no change, event, circumstance or effect the occurrence of which has had or would reasonably be expected to have a Company Material Adverse Effect. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate actions are taken with respect to any differences; and (v) each of the Group Companies has made and kept books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of such entity and provide a sufficient basis for the preparation of financial statements in accordance with GAAP. (d) The Group Companies have no liabilities of any kind whatsoever (whether absolute, accrued, contingent or otherwise, and whether due or to become due) that would be required to be reflected in, or disclosed in the notes to, financial statements prepared in accordance with GAAP consistently followed throughout GAAP, other than liabilities and obligations (i) reflected or reserved against the periods involved and show all liabilitiesBalance Sheet or disclosed in the notes thereto or (ii) disclosed on Schedule 2.6. (e) As of the Closing Date, direct and contingent, the aggregate cash balances of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present will exceed the condition aggregate amount of all Indebtedness of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income on a consolidated basis. (lossf) and cash flows fairly present the results None of the operations of Group Companies is engaged in any trading activities involving commodity contracts or other trading contracts which are not currently traded on a securities or commodities exchange and for which the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999market value cannot be determined.

Financial Statements. (i) The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: audited consolidated balance sheets of the Company and its the Company’s Subsidiaries as at June 30of December 31, in 2015 and December 31, 2016 and the years of 1994 through 2001, related audited consolidated statements of operations and statements of patrons' and other equity income and comprehensive income (loss) income, members’ equity and cash flows for each of the Company two years ended December 31, 2015 and its Subsidiaries for such yearsDecember 31, all certified 2016 (together with the notes thereto and accompanied by KPMG Peat Marwickunqualified opinions of the independent accountants, the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheets of the Company and its the Company’s Subsidiaries as at July 1of December 31, 2000 and 2017, the related unaudited consolidated statements of operations and statements of patrons' and other equity income and comprehensive income (loss) income, members’ equity and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1year ended December 31, 2000. Such financial statements 2017 (including any related schedules and/or notes) are true and correct in all material respects (subjecttogether with the notes thereto, as to interim statements, to changes resulting from audits and year-end adjustmentsthe “Unaudited Financial Statements”), have been prepared in accordance with GAAP consistently followed throughout and (iii) and the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The unaudited interim consolidated balance sheets fairly present the condition sheet of the Company and its Subsidiaries as at of March 31, 2018 and the dates thereofrelated unaudited interim consolidated statements of income and comprehensive income, members’ equity and cash flows for the 3 months then ended (the “Interim Financial Statements,” and together with the Audited Financial Statements, and the statements of operations and statements of patrons' and other equity and comprehensive income (lossUnaudited Financial Statements, the “Financial Statements”) and cash flows fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the results notes thereto or as set forth on Section 3.07 of the operations Company Disclosure Schedules), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations, equity, deficit and cash flows for the periods indicated. There has been no material change then ended (subject, in the business, condition or operations (financial or otherwise) case of the Interim Financial Statements, to normal year-end adjustments and the absence of footnote disclosures and other presentation items). Thermo has caused the Company to make available to Parent prior to the date hereof true and its Subsidiaries taken as a whole (except as otherwise described complete copies of each of the Financial Statements. The Financial Statements have been prepared in subsequent unaudited quarterly accordance with the books and records of the Company. Thermo has not prepared, or had prepared for it, any financial statements and other correspondence delivered to Prudential) since July 1its formation. ▇▇▇▇▇▇▇▇▇ LLC has not prepared, 1999or had prepared for it, any financial statements since its formation.

Financial Statements. (a) The Company Seller has furnished you with delivered to the following financial statements, identified by a principal financial officer of the Company: consolidated Buyer (i) audited balance sheets of the Company Seller as of each of December 31, 2004 and its Subsidiaries 2005, and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, together with the report thereon of H▇▇▇▇▇ & P▇▇▇▇▇▇ Company, the Seller’s independent certified public accountants (including the notes thereto, the “Seller Financial Statements”), and (ii) an unaudited balance sheet of the Seller as at June of September 30, in 2006 (the years of 1994 through 2001, consolidated “Balance Sheet”) and the related unaudited statements of operations and statements of patrons' and other operations, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such yearsSeller (together with the Balance Sheet, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries “Seller Interim Reports”) as at July 1and for the nine (9)-month period ended September 30, 2000 2006. The Seller Financial Statements, the Seller Interim Reports and consolidated statements each Other Interim Report delivered pursuant to Section 6.3 fairly presents the financial position and the results of operations and statements of patrons' and other operations, stockholders’ equity and comprehensive income (loss) and cash flows of the Company Seller as the respective dates of, and its Subsidiaries for the Fiscal Year ending on July 1periods referred to in, 2000. Such financial statements (including any related schedules and/or notes) are true such Seller Financial Statements, Seller Interim Reports and correct Other Interim Reports, all in all material respects (accordance with GAAP, applied consistently through the periods involved, subject, as to interim statementsin the case of the Seller Interim Reports and Other Interim Reports, to changes resulting from audits and normal year-end adjustmentsadjustments (which are not material in the aggregate) and the absence of notes and are consistent with the books and records of the Seller. No financial statements of any other Person are required by GAAP to be included in the financial statements of the Seller. (b) Except as disclosed on Schedule 4.4(b), have been prepared the Seller has no material liabilities or obligations (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those liabilities and obligations accrued or disclosed on the face of or in accordance with GAAP consistently followed throughout the periods involved footnotes to the Balance Sheet and show all liabilities, direct (ii) liabilities and contingent, obligations incurred since the date of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change Balance Sheet in the businessordinary course of business consistent with past practice (none of which arise out of a breach of any contract, condition tort, infringement, claim, lawsuit or operations (financial or otherwise) breach of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999warranty that would not constitute an Excluded Liability).

Financial Statements. (a) The Company has furnished you with the following financial statements, identified by a principal financial officer statements of the Company: consolidated balance sheets of the Company Parent and its Subsidiaries as at June 30, subsidiaries included or incorporated by reference in the years Parent SEC Reports (including the related notes, where applicable, the “Parent Financial Statements”) (i) have been prepared from, and are in accordance with, the books and records of 1994 through 2001Parent and its Subsidiaries, (ii) fairly present in all material respects the consolidated statements results of operations and statements of patrons' and other operations, cash flows, changes in shareholders’ equity and comprehensive income (loss) and cash flows consolidated financial position of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company Parent and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial respective fiscal periods or as of the respective dates set forth therein (subject in the case of unaudited statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and recurring year-end adjustmentsaudit adjustments normal in nature and amount), and (iii) have been prepared in accordance with GAAP consistently followed throughout applied during the periods involved involved, except, in each case, as indicated in such statements or in the notes thereto. The books and show all liabilities, direct and contingent, records of the Company Parent and its Subsidiaries required to be shown have been, and are being, maintained in all material respects in accordance with such principles. The balance sheets fairly present GAAP and any other applicable legal or accounting requirements and reflect only actual transactions. (b) At the condition date of the Company and most recent consolidated statement of financial condition included in the Parent Financial Statements, neither Parent nor any of its Subsidiaries as at the dates thereofhad any liabilities, and the statements obligations or loss contingencies of operations and statements of patrons' and other equity and comprehensive income any nature (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the businesswhether absolute, condition or operations (financial accrued, contingent or otherwise) of a type required to be reflected in such Parent Financial Statements or in the Company footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and its Subsidiaries taken as a whole (except as otherwise described loss contingencies which are not material individually or in subsequent the aggregate or which are incurred in the ordinary course of business, consistent with past practice , and subject, in the case of any unaudited quarterly financial statements statements, to normal, recurring audit adjustments and other correspondence delivered to Prudential) since July 1, 1999the absence of footnotes.

Financial Statements. (a) The Company has furnished you to Acquirer complete and accurate copies of the audited balance sheet as of December 31, 2016 and the unaudited balance sheet as of December 31, 2015, and the related audited statements of income and retained earnings and statements of cash flows for the fiscal year ended December 31, 2016 and the related unaudited statements of income and retained earnings and statements of cash flows for the fiscal year ended December 31, 2015 (the “Annual Financial Statements”). In addition, the Company has furnished to Acquirer a complete and accurate copy of the unaudited balance sheet as of November 30, 2017, and the related unaudited statements of income and cash flows for the eleven (11) months then ended (the “Interim Financial Statements” and, together with the following financial statementsAnnual Financial Statements, identified by a principal financial officer the “Financial Statements”). The Company’s audited balance sheet as of December 31, 2016 (the “Company Balance Sheet Date”) is hereinafter referred to as the “Company Balance Sheet.” The Financial Statements are included as Section 2.4(a) of the Disclosure Schedule. The Financial Statements (i) are derived from and in accordance with the books and records of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (lossii) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, complied as to interim statementsform with applicable accounting requirements with respect thereto as of their respective dates, to changes resulting from audits and year-end adjustments), (iii) have been prepared in accordance with GAAP consistently followed (except that the unaudited Financial Statements do not contain footnotes) applied on a consistent basis throughout the periods involved indicated and show all liabilitiesconsistent with each other, direct and contingent, of the Company (iv) fairly and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly accurately present the financial condition of the Company and its Subsidiaries as at the dates thereof, therein indicated and the statements results of operations and statements operations, groups of patrons' and other equity and comprehensive income (loss) costs, and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicatedtherein specified. (b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the Company Balance Sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP, (ii) those incurred in the conduct of the Company’s business since the Company Balance Sheet Date in the ordinary course, consistent with past practice, which are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or violation of Legal Requirement, and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements (or in the notes thereto), the Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP consistently applied and are adequate. (c) Since January 1, 2015, the Company has not, and, to the Company’s knowledge, no director, officer, employee, auditor, accountant or representative of the Company has, received in writing any material complaint, allegation, assertion or claim, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls or any material inaccuracy in the Company’s financial statements. (d) As of the Company Balance Sheet Date, there are no material deficiencies or material weaknesses in the design or operation of the Company’s internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. There has been no material change in the businessCompany accounting policies since January 1, condition or operations 2015, except as described in the Financial Statements. (financial or otherwisee) Section 2.4(e) of the Disclosure Schedule accurately lists all Company Debt, including, for each item of Company Debt, the Contract governing the Company Debt. All Company Debt may be prepaid at the Closing without penalty under the terms of the Contracts governing such Company Debt. (f) Section 2.4(f) of the Disclosure Schedule sets forth the names and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements locations of all banks, trust companies, savings and loan associations and other correspondence delivered financial institutions at which the Company maintains accounts of any nature and the names of all persons authorized to Prudential) since July 1, 1999draw thereon or make withdrawals therefrom.

Financial Statements. The Company has furnished you with the following financial statements, identified by a principal financial officer of the Company: consolidated NewCo shall have delivered to Quepasa prior to Closing TechFront’s (i) audited balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations sheet and statements of patrons' profit and other loss, shareholders equity and comprehensive income cash flow as of and for the fiscal year ended December 31, 2009 (lossthe “Most Recent Fiscal Year End”), (ii) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated unaudited balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations sheet and statements of patrons' profit and other equity and comprehensive income (loss) loss and cash flows flow (the “Most Recent Financial Statements”) as of and for the 10 months ended October 31, 2010 (the “Most Recent Fiscal Month End”). The above mentioned financial statements shall be referred to collectively as the “Financial Statements.” The Financial Statements (including the notes thereto) will fairly present the financial condition of TechFront as of such dates and the results of operations of TechFront for such periods are consistent with the books and records of TechFront. Except as set forth in the Financial Statements, TechFront has no Liabilities or obligations (whether accrued, absolute, contingent or otherwise) (i) of a nature required to be disclosed on a balance sheet or in the related notes to Financial Statements or (ii) which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on TechFront. The Financial Statements do not contain any untrue statements of material facts or knowingly omit to state any material facts required to be stated therein or necessary to make the statements made therein, in light of the Company and its Subsidiaries for circumstances in which they were made, not misleading; provided, however, that the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) Most Recent Financial Statements of TechFront are true and correct in all material respects (subject, as subject to interim statements, to changes resulting from audits and normal year-end adjustments)adjustments none of which is material and lack footnotes and other presentation items. Except as as otherwise disclosed on Section 3.1(f) of the Disclosure Schedule, all of the Financial Statements of TechFront referred to in this Section 3.1(f) have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material change in the business, condition or operations (financial or otherwise) of the Company and its Subsidiaries taken as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1, 1999applied.

Financial Statements. The Company has furnished you with the following financial statementsA consolidated audited balance sheet, identified by a principal financial officer income statement and statement of cash flows as of and for each of the Company: consolidated balance sheets fiscal years ending August 31, 1995 and August 31, 1994 (the "Photocomm Audited Financials"), with related opinion of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, independent public accountants, and a consolidated unaudited balance sheets sheet, income statement and statement of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows as of the Company and its Subsidiaries for the Fiscal Year period ending on July 1November 30, 2000. Such financial statements 1995 (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustmentsthe "Photocomm Unaudited Financials"), are attached hereto as Schedule 5.8. The Photocomm Audited Financials and the Photocomm Unaudited Financials are hereinafter referred to collectively as the "Photocomm Financial Statements." The Photocomm Audited Financials have been prepared in accordance with GAAP generally accepted accounting principles consistently followed throughout the periods involved applied, are true and show all liabilities, direct correct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition financial position of the Company Photocomm and its Subsidiaries as at the of their respective dates thereof, and the statements results of their operations for the periods then ended. The Photocomm Unaudited Financials have also been prepared in accordance with generally accepted accounting principles consistently applied and statements of patrons' are true and other equity correct and comprehensive income (loss) and cash flows fairly present the results financial position of the operations of the Company Photocomm and its Subsidiaries as of their respective dates and the results of operations for the periods indicatedperiod then ended and contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. There has been no material change in the business, condition or operations (financial or otherwise) of the Company Photocomm and its Subsidiaries taken have established and will continue to maintain a standard system of accounting to be carried out and administered in accordance with generally accepted accounting principles. Except to the extent reflected or reserved against or disclosed in the Photocomm Financial Statements, as a whole (except as otherwise described in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1of their respective dates, 1999.neither Photocomm nor any Subsidiary has incurred any material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, which under generally accepted accounting

Financial Statements. The Company has furnished you with Company’s Financial Statements included in its Annual Report on Form 20-F filed on April 30, 2013, as amended by Amendment No. 1 on May 28, 2013 and Amendment No. 2 on May 29, 2013 and in its Form 6-K filed on May 29, 2013 (which includes the following financial statements, identified by a principal financial officer unaudited and not reviewed interim consolidated statements of the Company: operations and consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements first quarter of 2013 (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustmentsthe “Q1 Financial Statements”)), have been prepared in accordance with GAAP consistently followed throughout GAAP, present fairly the periods involved Company’s financial condition as of such dates and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company for such periods, are correct and its Subsidiaries for complete in all material respects and are consistent with the periods indicatedbooks and records of the Company, based on the accounting policies reflected in such Financial Statements. There has been no material change in the business, condition or operations (financial or otherwiseSection 3.05(b) of the Company Disclosure Schedules will set forth the unaudited and not reviewed consolidated balance sheet of the Company as of June 30, 2013 as well as the related consolidated statements of operations, statements of changes in shareholders' equity (deficiency) and consolidated statements of cash flows of the Company (to be attached prior to the Closing Date) (the “Closing Financial Statements”). The Closing Financial Statements, subject to the Closing Financial Statements and the Q1 Financial Statements not having been reviewed, (i) were derived from and is in accordance with the books and records of the Company, (ii) were prepared in accordance with U.S. GAAP and on a basis consistent with, and with no changes in the method of application of the Company’s accounting policies, no changes in the method of applying the Company’s use of estimates as compared with, and no changes regarding the recognition, classification or allocation of any deferred revenues or other line items as compared with, the Financial Statements and (iii) fairly presents in all material respects the assets, liabilities (including all reserves) and financial position of the Company as of the date thereof based on the accounting policies reflected on such Financial Statements. In the Q1 Financial Statements and in the Closing Financial Statements with respect to Subsidiaries, there is no stock of final goods that has not been sold during a period of 12 months or more from the date of manufacturing, exceeding $50,000, no obsolete stock of raw material (raw material that its Subsidiaries taken as a whole expiry date has elapsed and is not usable) or work in process inventory (except as otherwise described for normal failure during manufacturing process) exceeding US$50,000. There are no accounts receivables exceeding US$100,000 in subsequent unaudited quarterly financial statements and other correspondence delivered to Prudential) since July 1the aggregate, 1999that have not been collected for a period of 12 months from the date due, for which no provision has been made.

Financial Statements. (a) The Company Borrower has furnished you heretofore delivered to the Agent and the Lenders copies of the (i) audited Consolidated Balance Sheets of the Borrower as of December 31, 1996 and the related Consolidated Statements of Profit and Loss and Reconciliation of Surplus and Cash Flows for the fiscal year then ended, (ii) the unaudited Consolidated Balance Sheet of the Borrower as of March 31, 1997, and the related Consolidated Statements of Profit and Loss and Reconciliation of Surplus and Cash Flows for the fiscal quarter then ended and (iii) the unaudited Consolidated Balance Sheet of the Borrower as of April 30, 1997, and the related Consolidated Statements of Profit and Loss and Reconciliation of Surplus and Cash Flows for the month then ended (with the following financial statementsrelated notes and schedules, identified by a principal financial officer of the Company: consolidated balance sheets of the Company and its Subsidiaries as at June 30, in the years of 1994 through 2001, consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for such years, all certified by KPMG Peat Marwick, consolidated balance sheets of the Company and its Subsidiaries as at July 1, 2000 and consolidated statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows of the Company and its Subsidiaries for the Fiscal Year ending on July 1, 2000. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments"Financial Statements"), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets Financial Statements fairly present the Consolidated financial condition of the Company and its Subsidiaries as at the dates thereof, and the statements of operations and statements of patrons' and other equity and comprehensive income (loss) and cash flows fairly present the results of the operations of the Company Borrower and its Subsidiaries as of the dates and for the periods indicatedindicated therein (subject, in the case of such unaudited statements, to normal year-end adjustments) and have been prepared in conformity with GAAP. There Except as reflected in the Financial Statements or in the notes thereto, neither the Borrower nor any of its Subsidiaries has any obligation or liability of any kind (whether fixed, accrued, Contingent, unmatured or otherwise) which, in accordance with GAAP, should have been shown on the Financial Statements and was not. Since the date of the Financial Statements, the Borrower and each of its Subsidiaries has conducted its business only in the ordinary course and there has been no material change Material Adverse Change. (b) The Borrower has heretofore delivered to the Agent and the Lenders copies of the pro-forma Consolidated Balance Sheet of the Borrower as of June 30, 1997 and the related pro/forma Consolidated Statements of Profit and Loss and Reconciliation of Surplus and Cash Flows for the fiscal quarter then ended (the "Pro-Forma Financial Statements"). The Pro-Forma Financial Statements have been prepared on a pro-forma basis after giving effect to the consummation of the Booth Acquisition and the making of the Loans and fairly present the Consolidated pro-forma financial condition and pro-forma results of the operations of the Borrower and its Subsidiaries as of the date and for the period indicated therein (subject, to normal year-end adjustments) and have been prepared in conformity with GAAP. Except as reflected in the businessPro-Forma Financial Statements, condition neither the Borrower nor any of its Subsidiaries has any obligation or operations liability of any kind (financial whether fixed, accrued, Contingent, unmatured or otherwise) which, in accordance with GAAP, should have been shown on the Pro-Forma Financial Statements and was not. Since the date of the Company Pro-Forma Financial Statements, the Borrower and each of its Subsidiaries taken as a whole (except as otherwise described has conducted its business only in subsequent unaudited quarterly financial statements the ordinary course and other correspondence delivered to Prudential) since July 1, 1999there has been no Material Adverse Change.