Common use of Consolidated Financial Statements Clause in Contracts

Consolidated Financial Statements. The Administrative Agent, the Lenders and the other Secured Parties hereby acknowledge, consent and agree that (i) the audited financial statements required to be delivered pursuant to Section 6.01(a) for any fiscal year ended on or after December 31, 2020 (the “Parent Audited Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, (ii) the unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after March 31, 2021 (the “Parent Unaudited Financial Statements” and, together with the Parent Audited Financial Statements, the “Parent Consolidated Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, and (iii) with respect to the Parent Consolidated Financial Statements, any reference in Section 5.05 or Section 6.01 of this Agreement to “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations” or “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended” (or similar expression or import) shall instead be deemed to refer to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations with respect to each of the foregoing terms) and the covenants set forth in Sections 7.11 and 7.12 shall continue to be calculated based on results for the Borrower and, where applicable, its Subsidiaries (and not at the Parent), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenants.

Consolidated Financial Statements. (a) The Administrative AgentBuyer has previously furnished to Company the audited consolidated balance sheets of the Buyer as of December 31, 2005, December 31, 2004, and December 31, 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for the three (3) fiscal years then ended, as audited by the Buyer’s Accountant (collectively, the Lenders “Financial Statements”). The Financial Statements were prepared in accordance with GAAP and fairly present the consolidated financial condition of the Buyer as at the respective dates and the other Secured Parties hereby acknowledge, consent consolidated results of operations and agree that cash flows of the Buyer for the periods indicated. (b) The Buyer’s Accountant has audited the Financial Statements and has rendered its opinion and provided an audit report with respect to such Financial Statements. The Buyer’s Accountant is and has been throughout the periods covered by such consolidated Financial Statements (i) a “registered public accounting firm” (as defined in Section 2(a)(12) of the audited financial statements required to be delivered pursuant to Section 6.01(a) for any fiscal year ended on or after December 31Xxxxxxxx-Xxxxx Act of 2002), 2020 (the “Parent Audited Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, (ii) the unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after March 31, 2021 (the “Parent Unaudited Financial Statementsindependent” and, together with the Parent Audited Financial Statements, the “Parent Consolidated Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, and (iii) with respect to the Parent Consolidated Buyer within the meaning of Regulation S-X of the SEC. The Buyer’s Accountant has not, throughout the periods covered by such Financial Statements, performed any reference in services for the Buyer or any of its subsidiaries that would be prohibited by Section 5.05 10A(g) of the 1934 Act or Section 6.01 the related rules of this Agreement the SEC if the Buyer were required to file reports pursuant to the 1934 Act. Except as set forth on Schedule 5.11(b), the Buyer’s Accountant has not performed any non-audit services for the Buyer or any of its subsidiaries since the beginning of the Buyer’s immediately preceding fiscal year. (c) The Buyer does not have any “a Consolidated off-balance sheet arrangements.” For purposes of the Borrower and its Subsidiaries as at the end of such fiscal yearpreceding sentence, and the related Consolidated statements of income or operations” or “a Consolidated off-balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedarrangement” (or similar expression or import) shall instead be deemed to refer to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations means with respect to each any Person, any securitization transaction to which that Person or its subsidiaries is party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that Person or its subsidiaries, whether or not a party to the arrangement, has, or in the future may have: (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement; (iii) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the Financial Statements; or (iv) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the Financial Statements (including the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected in the financial statements (including the footnotes thereto) include, without limitation: (i) obligations that are not classified as a liability according to GAAP; (ii) contingent liabilities as to which, as of the foregoing termsdate of the Financial Statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable; or (iii) and liabilities as to which the covenants set forth amount recognized in Sections 7.11 and 7.12 shall continue the Financial Statements is less than the reasonably possible maximum exposure to be calculated based on results for loss under the Borrower andobligation as of the date of the Financial Statements, where applicablebut exclude contingent liabilities arising out of litigation, its Subsidiaries arbitration or regulatory actions (and not at the Parentotherwise related to off-balance sheet arrangements), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenants.

Consolidated Financial Statements. The Administrative Agent, Company has Made Available the Lenders and the other Secured Parties hereby acknowledge, consent and agree that following consolidated financial statements: (i) the audited consolidated financial statements required to be delivered pursuant to Section 6.01(a(consisting of consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit) and comprehensive income (loss) and consolidated statements of cash flows) of the Acquired Companies as of and for any fiscal year the years ended on or after December 31, 2020 (2014 and December 31, 2015, along with the “Parent Audited Financial Statements”) shall be consolidated at notes thereto and the Parent Company unqualified report and not at the Borrower, opinion of PricewaterhouseCoopers LLP relating thereto; (ii) the unaudited consolidated financial statements required to be delivered pursuant to Section 6.01(b(consisting of consolidated balance sheets, consolidated statements of operations, consolidated statements of stockholders’ equity (deficit) and comprehensive income (loss) and consolidated statements of cash flows) of the Acquired Companies as of and for any fiscal quarter the year ended on or after March December 31, 2021 (the “Parent Unaudited Financial Statements” and, together with the Parent Audited Financial Statements, the “Parent Consolidated Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, 2016; and (iii) with respect to the Parent Consolidated unaudited consolidated financial statements (consisting of a consolidated balance sheet, a consolidated statement of operations and a consolidated statement of cash flows) of the Acquired Companies as of and for the one-month period ended January 31, 2017 (the unaudited consolidated financial statements set forth in clause (ii) and this clause “(iii),” the “Unaudited Financial Statements, any reference ,” and the unaudited consolidated financial statements set forth in Section 5.05 or Section 6.01 this clause “(iii),” the “Unaudited Interim Financial Statements”). (The financial statements referred to in the first sentence of this Agreement Section 2.5(a) are referred to collectively as the “a Consolidated balance sheet Financial Statements.”) The Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods covered and in accordance with the Company’s historic past practice (except that the Unaudited Financial Statements do not contain footnotes) and fairly present in all material respects the consolidated financial position, results of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations” or “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter of the Acquired Companies as of the dates, and for the portion periods, indicated therein. Each Acquired Company maintains a standard system of the Borrower’s fiscal year then ended” (accounting established and administered in accordance with GAAP, including books and records complete in all material respects in written or similar expression or import) shall instead be deemed to refer to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations with respect to each of the foregoing terms) and the covenants set forth in Sections 7.11 and 7.12 shall continue to be calculated based on results for the Borrower and, where applicable, its Subsidiaries (and not at the Parent), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenantselectronic form.

Consolidated Financial Statements. (a) The Administrative Agent, the Lenders and the other Secured Parties hereby acknowledge, consent and agree that (i) Company has previously furnished to Buyer the audited financial statements required to be delivered pursuant to Section 6.01(a) for any fiscal year ended on or after consolidated balance sheets of the Company as of December 31, 2020 2005, December 31, 2004, and December 31, 2003, and the related consolidated statements of operations, stockholders’ equity and cash flows for the three (3) fiscal years then ended, as audited by the “Parent Audited Financial Statements”) shall be consolidated at the Parent Company Company’s Accountant and not at the Borrower, (ii) the reviewed unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after consolidated balance sheet as of March 31, 2021 2006 (the “Parent Unaudited Financial Statements” andCurrent Balance Sheet”) and the related consolidated statements of operations, together with stockholder’s equity and cash flows for the Parent Audited Financial Statementsthree (3) months then ended (the “Interim Financials”) (collectively, the “Parent Consolidated Financial Statements”). The Financial Statements were prepared in accordance with GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) shall be and fairly present the consolidated financial condition of the Company as at the Parent respective dates and the consolidated results of operations and cash flows of the Company for the periods indicated. (b) The Company’s Accountant has audited the Financial Statements and not at has rendered its opinion and provided an audit report with respect to such Financial Statements. The Company’s Accountant is and has been throughout the Borrowerperiods covered by such consolidated Financial Statements (i) a “registered public accounting firm” (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), and (iiiii) “independent” with respect to the Parent Consolidated Company within the meaning of Regulation S-X of the SEC. The Company’s Accountant has not, throughout the periods covered by such Financial Statements, performed any reference in services for the Company or any of its subsidiaries that would be prohibited by Section 5.05 10A(g) of the 1934 Act or Section 6.01 the related rules of this Agreement the SEC if the Company were required to file reports pursuant to the 0000 Xxx. The Company’s Accountant has not performed any non-audit services for the Company since the beginning of the Company’s immediately preceding fiscal year. (c) The Company does not have any “a Consolidated off-balance sheet arrangements.” For purposes of the Borrower and its Subsidiaries as at the end of such fiscal yearpreceding sentence, and the related Consolidated statements of income or operations” or “a Consolidated off-balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then endedarrangement” (or similar expression or import) shall instead be deemed to refer to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations means with respect to each any Person, any securitization transaction to which that Person or its subsidiaries is party and any other transaction, agreement or other contractual arrangement to which an entity unconsolidated with that Person is a party, under which that Person or its subsidiaries, whether or not a party to the arrangement, has, or in the future may have: (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement; (iii) derivatives to the extent that the fair value thereof is not fully reflected as a liability or asset in the Financial Statements; or (iv) any obligation or liability, including a contingent obligation or liability, to the extent that it is not fully reflected in the Financial Statements (including the footnotes thereto) (for this purpose, obligations or liabilities that are not fully reflected in the financial statements (including the footnotes thereto) include, without limitation: (i) obligations that are not classified as a liability according to GAAP; (ii) contingent liabilities as to which, as of the foregoing termsdate of the Financial Statements, it is not probable that a loss has been incurred or, if probable, is not reasonably estimable; or (iii) and liabilities as to which the covenants set forth amount recognized in Sections 7.11 and 7.12 shall continue the Financial Statements is less than the reasonably possible maximum exposure to be calculated based on results for loss under the Borrower andobligation as of the date of the Financial Statements, where applicablebut exclude contingent liabilities arising out of litigation, its Subsidiaries arbitration or regulatory actions (and not at the Parentotherwise related to off-balance sheet arrangements), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenants.

Consolidated Financial Statements. The Administrative Agent(a) Attached hereto as Schedule 3.09(a)(i) are the unaudited consolidated balance sheets and statements of income of the Company as of September 30, the Lenders 2019 and September 30, 2020, and the other Secured Parties hereby acknowledge, consent related consolidated statements of operations and agree that (i) consolidated statements of income and cash flows of the audited financial statements required to be delivered pursuant to Section 6.01(a) Company for any the fiscal year years then ended on or after December 31, 2020 (the “Parent Audited Historical Financial Statements”). In addition, attached hereto as Schedule 3.09(a)(ii) shall be consolidated at the Parent Company and not at the Borrower, (ii) are the unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after March 31consolidated Company balance sheet as of September 30, 2021 (the “Parent Unaudited Financial Statements” andBalance Sheet Date”), together with and the Parent Audited Financial Statements, related consolidated statements of operations and consolidated statements of income and cash flows of the Company for the fiscal year then ended (the “Parent Consolidated Most Recent Financial Statements”). The Historical Financial Statements and Most Recent Financial Statements are hereinafter collectively referred to as the “Company Financial Statements.” (b) shall be consolidated at In each case, the Parent Company Financial Statements (i) have been based upon the information contained in the Company’s and not at its Subsidiaries’ books and records, (ii) have been prepared in accordance with GAAP, except for the Borrowerabsence of full footnote disclosures and schedules, and (iii) with respect to the Parent Consolidated Financial Statementsare true, any reference complete and accurate in Section 5.05 or Section 6.01 all material respects and present fairly in all material respects, as of this Agreement to “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations” or “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter their respective dates and for the portion of the Borrower’s fiscal year then ended” (or similar expression or import) shall instead be deemed to refer to periods set forth therein, the consolidated financial statements position, results of operations or cash flows, as the case may be, of the Parent Company and its Subsidiaries. For The Company Financial Statements are consistent in all material aspects with the avoidance books and records of doubtthe Company and its Subsidiaries. (c) The minute books and stock record books of the Company, have been fully kept in true, proper and complete order in all material respects in accordance with applicable legal and accounting requirements. At the Borrower acknowledges Closing, all of such books and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity records will be in the possession of the Company. (d) Seller and the component calculations Company have established and maintained systems of internal controls over financial reporting with respect to each their businesses that are designed and are sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, which include policies and procedures to ensure that (i) transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with GAAP and to maintain accountability of assets and (ii) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) utilized by Seller and the Company are reasonably designed to ensure that material information required to be disclosed by Seller and the Company in the reports that Seller files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the foregoing termsSEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure. To Knowledge of Seller, there is not (A) any significant deficiency or material weakness in the internal accounting controls utilized by any of the Company or its Subsidiaries, (B) any fraud that involves management or any other current or former employee, consultant, contractor or manager of the Company or its Subsidiaries who has a role in the preparation of financial statements or the internal accounting controls utilized thereby, or (C) any claim or allegation regarding any of the foregoing. (e) All accounts receivable of the Company and its Subsidiaries that are reflected on the Company Financial Statements represent, and the covenants accounts receivable of the Company and its Subsidiaries on the Closing Date will represent, valid obligations arising from sales actually made or services actually performed in the ordinary course of their business. The accounts receivable, including reserves with respect thereto, set forth in Sections 7.11 the Company Financial Statements, have been calculated in accordance with GAAP and 7.12 shall continue were determined on a basis consistent with the Company’s historical methods and past practices in establishing such reserves. There are no material disputes with respect to be calculated based any of the accounts receivable reflected on results the Company Financial Statements that have not been reserved for on the Borrower and, where applicable, its Subsidiaries (and not at the Parent), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenantsCompany Financial Statements.

Consolidated Financial Statements. The Administrative AgentShareholder has delivered to Synagro Recyc's unaudited balance sheet and related statements of income, retained earnings and cash flows, with appended notes which are an integral part of such statements, as of and for the Lenders and the other Secured Parties hereby acknowledge, consent and agree that (i) the audited financial statements required to be delivered pursuant to Section 6.01(a) for any fiscal year twelve months ended on or after December 31, 2020 1997 (the “Parent Audited "Unaudited Recyc Financial Statements”) shall be consolidated "). Copies of the Unaudited Recyc Financial Statements are attached hereto as Schedule 2. 1.6.1. All of the Unaudited Recyc Financial Statements are complete in all material respects (except for the omission of notes and schedules), present fairly the financial condition of Recyc as at the Parent Company dates indicated, and not at the Borrowerresults of operations for the respective periods indicated, (ii) and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, except as noted therein and subject, in the unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after March 31, 2021 (case of the “Parent Unaudited Financial Statements” and, together with the Parent Audited Recyc Financial Statements, to normal year-end adjustments and other adjustments described therein; in addition, the “Parent Consolidated Financial Statements”) shall be consolidated at the Parent Company and not at the Borrower, and (iii) with respect to the Parent Consolidated Unaudited Recyc Financial Statements, any though unaudited, include all adjustments which the Shareholder and Bremxx xxxsider necessary for a fair presentation of Recyc's results of that period. December 31, 1997 may sometimes be hereinafter referred to as the "Balance Sheet Date".The Shareholder and Bremxx xxxll use their respective best efforts to cause to be prepared and delivered to Synagro Recyc's audited balance sheet and related statements of income, retained earnings, and cash flows, as of and for the twelve month period ended December 31, 1997 (the "Audited Recyc Financial Statements") promptly following the date hereof. Upon delivery thereof, the Audited Recyc Financial Statements shall be attached to this Agreement as part of Schedule 2.1.6.1 and the representation and warranty in this Section 2.1.6.1 shall apply thereto, and each reference in Section 5.05 or Section 6.01 of this Agreement to “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations” or “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended” (or similar expression or import) "Unaudited Recyc Financial Statements" shall instead be deemed amended to refer to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations with respect to each of the foregoing terms) and the covenants set forth in Sections 7.11 and 7.12 shall continue to be calculated based on results for the Borrower and, where applicable, its Subsidiaries (and not at the Parent), and the Borrower shall provide such financial statements, reports and other information as may be necessary or as otherwise reasonably requested by the Administrative Agent in order to calculate such terms and such covenantsread "Audited Recyc Financial Statements".

Consolidated Financial Statements. (a) The Administrative AgentCompany has delivered to the Purchaser true, correct and complete copies of the Lenders and the other Secured Parties hereby acknowledge, consent and agree that (i) the audited Company's consolidated financial statements required to be delivered pursuant to Section 6.01(a) for any fiscal year the periods ended on or after December 31, 2020 1996, December 31, 1997 and December 31, 1998 (collectively, the “Parent Audited "Company Financial Statements”) shall "). The Company Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be consolidated at indicated in the Parent Company and not at the Borrower, (ii) the unaudited financial statements required to be delivered pursuant to Section 6.01(b) for any fiscal quarter ended on or after March 31, 2021 (the “Parent Unaudited Financial Statements” and, together with the Parent Audited Financial Statements, the “Parent Consolidated Financial Statements”) shall be consolidated at the Parent Company and not at the Borrowernotes thereto), and (iii) with respect to fairly present the Parent Consolidated Financial Statements, any reference in Section 5.05 or Section 6.01 of this Agreement to “a Consolidated balance sheet consolidated financial position of the Borrower Company and its Subsidiaries as at the end of such fiscal year, dates thereof and the related Consolidated statements consolidated results of income or operations” or “a Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related Consolidated statements of income or operations and cash flows for such fiscal quarter the periods then ended. Neither the Company nor any Subsidiary has any liabilities, whether fixed, contingent, or otherwise, except as and to the extent reflected in the December 31, 1998 Balance Sheet which is part of the Company Financial Statements, incurred in the ordinary course of business since December 31, 1998 or disclosed on Schedule 3.5 of the Disclosure Letter. (b) The Company has delivered to Purchaser true, correct and complete copies of the following SAP Statements for the portion Insurer Subsidiaries: SAP Statements for each Insurer Subsidiary for the years ended December 31, 1996, 1997 and 1998, and the notes related thereto ("SAP Financial Statements"). Each of the Borrower’s fiscal year then ended” (or similar expression or import) shall instead be deemed to refer SAP Financial Statements complied in all material respects with all applicable laws when so filed, and all material deficiencies known to the consolidated financial statements of the Parent Company and its Subsidiaries. For the avoidance of doubt, the Borrower acknowledges and agrees that Consolidated EBITDA, Beachbody EBITDA, Consolidated Net Income, Consolidated Interest Charges and Liquidity (and the component calculations with respect to any such SAP Financial Statements have been cured or corrected. Each such SAP Financial Statement including without limitation each balance sheet and each of the foregoing terms) statements of income, capital and surplus account, and cash flow contained in the covenants set forth respective SAP Financial Statement, was prepared in Sections 7.11 accordance with SAP, is true and 7.12 shall continue to be calculated based on results for complete in all material respects, and fairly presents the Borrower andfinancial condition, where applicable, its Subsidiaries (assets and not at properties and liabilities of each Insurer Subsidiary as of the Parent)respective dates thereof, and the Borrower shall provide results of operations and changes in capital and surplus and in the cash flow of each such financial statementsInsurer Subsidiary for and during the respective periods covered thereby. All reserves with respect to insurance written or assumed by each Insurer Subsidiary as established or reflected an such SAP Financial Statements were determined in accordance with generally accepted actuarial principles and practices and are in all material respects in accordance with the related insurance, reports coinsurance and other information as may be necessary or as otherwise reasonably requested by reinsurance contracts of the Administrative Agent in order to calculate such terms and such covenants.Insurer