Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (ai) The the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited historical interim consolidated financial information statements of the Borrower as set forth for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections. The financial statements referred to in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said information, statements and the results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet , subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries results for the 12-month period ending on interim period. All such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied applied, except to the extent provided in the notes to said financial statements. After All balance sheets, all statements of income and of cash flow and all other financial information of each of the Original Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing DateDate be prepared in accordance with GAAP consistently applied, there has been no Material Adverse Effectand do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, Statements have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30March 31, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on March 31, 2018. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.this

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries at the respective dates of said information, statements and results of operations for the respective periods covered therebythereby subject, in the case of the unaudited financial information, to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. The unaudited pro forma consolidated balance sheet of the Borrower US Holdings and its consolidated Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower US Holdings and its consolidated Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) statements of this Section 8.9 US Holdings and have been prepared in good faith, based on assumptions believed by the Borrower US Holdings to be reasonable as of the date of delivery thereof, and, subject to the qualifications and limitations contained in the notes attached thereto, present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower US Holdings and its consolidated Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Company as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower Company at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Company and its Subsidiaries as at June 30December 28, 2007 2013 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on December 30, 2012. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, Memorandum and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30May 4, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30May 4, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative AgentAgents, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30March 31, 2007 2017 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on March 31, 2017. The financial statements referred to in clause (bii) of this Section 8.9 8.9(a) have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. (c) Each Lender and each Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) (i) The unaudited historical consolidated financial information of the Borrower Company as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower Company at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Company and its Subsidiaries as at June 30December 28, 2007 2013 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on December 30, 2012. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries (or the Target and its consolidated Subsidiaries, as applicable), at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30March 31, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated at the beginning of the relevant period. The financial statements referred to in clause (b) of this Section 8.9 Historical Financial Statements have been prepared in accordance with GAAP consistently applied except to the extent provided except, in the notes to said case of interim period financial statements. After , for the Original Closing Dateabsence of notes and for normal year-end adjustments, there and except as otherwise noted therein. (b) There has been no Material Adverse EffectEffect since the Closing Date. (c) Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Holdings as set forth in the Confidential Information Memorandum, Memorandum and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower PRA and, as applicable, RPS, in each case, at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at June 30, 2007 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower Holdings and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”)date, copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June 30, 2007 2013 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on June 30, 2013. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender as of the Administrative AgentClosing Date, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June September 30, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on September 30, 2018. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) (i) The unaudited historical consolidated financial information of the Borrower BGHI as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower BGHI at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower BGHI to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower BGHI and its Subsidiaries as at June September 30, 2007 2013 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on October 1, 2012. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Eagle Historical Financial StatementsStatements present fairly, in each case present fairly in all material respects respects, the consolidated financial position of the Borrower Eagle Seller and its Subsidiaries, in each case, at the respective dates of said information, statements thereof and their consolidated results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except to the extent provided as otherwise expressly noted therein (subject, in the notes case of the unaudited Eagle Historical Financial Statements to said changes resulting from normal year-end adjustments and the absence of footnotes). The Iliad Historical Financial Statements present fairly, in all material respects, the consolidated financial statements. After position of the Original Closing DateIliad Seller and its Subsidiaries, there in each case, at the respective dates thereof and their consolidated results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein (subject, in the case of the unaudited Iliad Historical Financial Statements to changes resulting from normal year-end adjustments and the absence of footnotes). (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower SKIL as set forth or referred to in the Confidential Information MemorandumLender Presentation, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower SKIL at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower SKIL and its Subsidiaries as at June April 30, 2007 2021 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on May 1, 2020. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since April 30, 2021. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Holdings as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower Holdings at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at June 30March 31, 2007 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower Holdings and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June 30March 31, 2007 2013 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on March 31, 2013. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Holdings as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower Holdings at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at June September 30, 2007 2019 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower Holdings and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June September 30, 2007 2019 (as if the Transactions contemplated by Amendment No. 5 had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions contemplated by Amendment No. 5 had been consummated on September 30, 2019. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since December 31, 2019.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.this

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Lead Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Lead Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Lead Borrower and its Subsidiaries as at June 30October 31, 2007 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Lead Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Lead Borrower and its Subsidiaries as at June 30October 31, 2007 2010 and their estimated results of operations for as if the period covered therebyTransactions had been consummated on May 4, 2009. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing DateSince May 2, 2010, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After Immediately after the Original Closing Date, there has had been no Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30December 31, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on December 31, 2018. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Subject in all respects to the limitations set forth in Section 1.3 and in the definition of GAAP hereunder, each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not in and of themselves result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Holdings as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower Holdings at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June 30March 31, 2007 2024 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on April 1, 2023. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Eighth Amendment Effective Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at June 30December 27, 2007 2014 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower Holdings and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June 30December 27, 2007 2014 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on December 27, 2014. The financial statements referred to in clause (ba) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30October 31, 2007 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30October 31, 2007 2010 and their estimated results of operations for as if the period covered therebyTransactions had been consummation on May 4, 2009. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing DateSince May 2, 2010, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.financial

Financial Condition; Financial Statements. (a) The unaudited historical audited consolidated statements of financial information condition of FairPoint and its Subsidiaries at December 31, 2008 and the Borrower as set forth related consolidated statements of income and cash flows and changes in shareholders’ equity of FairPoint and its Subsidiaries for the Confidential Information Memorandumfiscal year of FairPoint ended on such date, and (b) furnished to the Historical Financial StatementsLenders prior to the Closing Date, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower FairPoint and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, said financial statements and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The Such financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP and practices consistently applied except to the extent provided in the notes to said financial statements. Nothing has occurred since December 31, 2008 that has had, or is reasonably likely to have, a Material Adverse Effect except (i) the commencement of the Chapter 11 Case, (ii) the continuation of the circumstances giving rise to the filing thereof or as a result thereof and (iii) such events that have been disclosed (in writing) to the Lenders prior to the Closing Date or that have been publicly disclosed by FairPoint. (b) After giving effect to the Original making of the Loans to be made on the Closing Date, there has been on the Closing Date the Borrowers and their Subsidiaries have no Material Adverse Effect.Indebtedness except (a) the Obligations and (b)

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries (or the Target and its consolidated Subsidiaries, as applicable), at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30March 31, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated at the beginning of the relevant period. The financial statements referred to in clause (b) of this Section 8.9 Historical Financial Statements have been prepared in accordance with GAAP consistently applied except to the extent provided except, in the notes to said case of interim period financial statements. After , for the Original Closing Dateabsence of notes and for normal year-end adjustments, there and except as otherwise noted therein. (b) There has been no Material Adverse EffectEffect since the Closing Date. (c) Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation |US-DOCS\101663612.13131839430.6|| thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information On and as of the Borrower as set forth in the Confidential Information MemorandumEffective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, and Liens created, and to be created, by Borrower and its Subsidiaries in connection therewith, (x) the sum of the assets, at a fair valuation, of Borrower and its Subsidiaries taken as a whole will exceed their debts, (y) Borrower and its Subsidiaries taken as a whole will not have incurred or intended to, or believe that they will, incur debts beyond their ability to pay such debts as such debts mature and (z) Borrower and its Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct their business. (b) the Historical Financial StatementsThe consolidated, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated audited balance sheet of the Borrower and its Subsidiaries as at June 30of December 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) 1997 and the unaudited pro forma related consolidated statement audited statements of operations and cash flows of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with fiscal year, as the Pro Forma Balance Sheetcase may be, the “Pro Forma Financial Statements”)ended as of said date, copies of which have heretofore been furnished to the Administrative Agenteach Bank, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of such entities at the Borrower dates of said statements and its Subsidiaries as at June 30, 2007 and their estimated the results of operations for the period covered therebythereby in accordance with GAAP, except to the extent provided in the notes to said financial statements. The All such financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP and practices consistently applied except to the extent provided in the notes to said financial statements. After As of the Original Closing Effective Date, there nothing has been no occurred since December 31, 1997 that has had or is reasonably likely to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information balance sheets of the Borrower and its Subsidiaries, at December 31, 2001, at December 31, 2002 and at December 31, 2003 and the related consolidated statements of income and cash flows (and retained earnings) for the fiscal years ended as set forth of said dates, which statements have been examined by KPMG LLP, independent certified public accountants, who delivered an unqualified opinion in respect of the Confidential Information Memorandumfinancial statements examined by them, and (b) the Historical Financial Statementscopies of which have heretofore been furnished to each Lender, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and the results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on All such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied applied, except to the extent provided in the notes to said financial statements. (b) The combined consolidated balance sheets of the Acquired B&W Business, at December 31, 2001, at December 31, 2002 and at December 31, 2003 and the related combined consolidated statements of income and cash flows (and retained earnings) for the fiscal years ended as of said dates, which statements have been examined by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion in respect of the financial statements examined by them, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial position of the Acquired B&W Business at the dates of said statements and the results of operations for the periods covered thereby. After All such financial statements have been prepared in accordance with GAAP consistently applied, except to the Original Closing Dateextent provided in the notes to said financial statements. (c) The Pro Forma Financial Statements present a good faith estimate of the combined pro forma financial condition of Parent and its Subsidiaries and the pro forma results of operations of Parent and its Subsidiaries for the respective periods covered thereby (after giving effect to the Transaction at the date thereof or for the period covered thereby). (d) Since December 31, there 2003 (after giving effect to the Transaction as if same had occurred immediately prior to such date), nothing has been no occurred which has had a Material Adverse Effect.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its the Subsidiaries as at June 30December 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) 1996 and the unaudited pro forma related consolidated statement statements of operations and cash flows of the Borrower and its the Subsidiaries for the 12fiscal year ended as of such date, which have been examined by Coopers & Lybrxxx X.X.P., independent certified public accountants, who delivered an unqualified opinion in respect thereof, and (ii) the consolidated balance sheet of Borrower and the Subsidiaries as of September 30, 1997 and the related consolidated statements of operations and cash flows for Borrower and the Subsidiaries for the three-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”)then ended, copies of which have heretofore been furnished to the Administrative Agenteach Bank, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of such entities at the Borrower dates of said statements and its Subsidiaries as at June 30, 2007 and their estimated the results of operations for the period covered thereby. The thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements referred and, in the case of the September 30, 1997 statements, subject to in clause (b) normal and recurring year-end audit adjustments and the exclusion of this Section 8.9 detailed footnotes. All such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing DateNothing has occurred since December 31, there 1995 that has been no had or is reasonably likely to have a Material Adverse Effect. (b) There are, as of the Closing Date, no liabilities or obligations with respect to Borrower or any Subsidiary of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, are reasonably likely to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries at the respective dates of said information, statements and results of operations for the respective periods covered thereby, subject, in the case of the unaudited financial information, to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2007 (including 2007(including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower US Holdings to be reasonable as of the date of delivery thereof, and, subject to the qualifications and limitations contained in the notes attached thereto, present fairly in all material respects on a Pro Forma Basis pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower Holdings as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated combined financial position of the Borrower Holdings at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower Holdings and its Subsidiaries as at June 30March 31, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on April 1, 2017. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Fifth Amendment Effective Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Eagle Historical Financial StatementsStatements present fairly, in each case present fairly in all material respects respects, the consolidated financial position of the Borrower Eagle Seller and its Subsidiaries, in each case, at the respective dates of said information, statements thereof and their consolidated results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except to the extent provided as otherwise expressly noted therein (subject, in the notes case of the unaudited Eagle Historical Financial Statements to said changes resulting from normal year-end adjustments and the absence of footnotes). The Iliad Historical Financial Statements present fairly, in all material respects, the consolidated financial statements. After position of the Original Closing DateIliad Seller and its Subsidiaries, there in each case, at the respective dates thereof and their consolidated results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein (subject, in the case of the unaudited Iliad Historical Financial Statements to changes resulting from normal year-end adjustments and the absence of footnotes). (b) There has been no Material Adverse Effect.Effect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents. 201 LEGAL_US_E # 167910103.1167910103.8

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Lead Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Lead Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Lead Borrower and its Subsidiaries as at of June 30, 2007 2017 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on June 30, 2017. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrowers and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Eagle Historical Financial StatementsStatements present fairly, in each case present fairly in all material respects respects, the consolidated financial position of the Borrower Eagle Seller and its Subsidiaries, in each case, at the respective dates of said information, statements thereof and their consolidated results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except to the extent provided as otherwise expressly noted therein (subject, in the notes case of the unaudited Eagle Historical Financial Statements to said changes resulting from normal year-end adjustments and the absence of footnotes). The Iliad Historical Financial Statements present fairly, in all material respects, the consolidated financial statements. After position of the Original Closing DateIliad Seller and its Subsidiaries, there in each case, at the respective dates thereof and their consolidated results of operations for the respective periods covered thereby in accordance in all material respects with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein (subject, in the case of the unaudited Iliad Historical Financial Statements to changes resulting from normal year-end adjustments and the absence of footnotes). (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) (i) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (bii) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June September 30, 2007 2018 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on October 1, 2017. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated financial position of the Borrower TCEH and its consolidated Subsidiaries at the respective dates of said information, statements and results of operations for the respective periods covered therebythereby subject, in the case of the unaudited financial information, to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. The unaudited pro forma consolidated balance sheet of the Borrower US Holdings and its consolidated Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower US Holdings and its consolidated Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) statements of this Section 8.9 US Holdings and have been prepared in good faith, based on assumptions believed by the Borrower US Holdings to be reasonable as of the date of delivery thereof, and, subject to the qualifications and limitations contained in the notes attached thereto, present fairly in all material respects on a Pro Forma Basis pro forma basis the estimated financial position of the Borrower US Holdings and its consolidated Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there There has been no Material Adverse EffectEffect since the Closing Date.

Financial Condition; Financial Statements. (ai) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its the Subsidiaries as at June 30December 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) 1996 and the unaudited pro forma related consolidated statement statements of operations and cash flows of the Borrower and its the Subsidiaries for the 12fiscal year ended as of such date, which have been examined by Coopers & Lybrxxx X.X.P., independent certified public accountants, who delivered an unqualified opinion in respect thereof, and (ii) the consolidated balance sheet of Borrower and the Subsidiaries as of September 30, 1997 and the related consolidated statements of operations and cash flows for Borrower and the Subsidiaries for the three-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”)then ended, copies of which have heretofore been furnished to the Administrative Agenteach Bank, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of such entities at the Borrower dates of said statements and its Subsidiaries as at June 30, 2007 and their estimated the results of operations for the period covered thereby. The thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements referred and, in the case of the September 30, 1997 statements, subject to in clause (b) normal and recurring year-end audit adjustments and the exclusion of this Section 8.9 detailed footnotes. All such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing DateNothing has occurred since December 31, there 1995 that has been no had or is reasonably likely to have a Material Adverse Effect. (b) There are, as of the Second Amended and Restated Effectiveness Date, no liabilities or obligations with respect to Borrower or any Subsidiary of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, are reasonably likely to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case Statements present fairly in all material respects the consolidated combined financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 3028, 2007 2014 (as if the Transactions had been consummated on such date) and their estimated results of operations for as if the period covered therebyTransactions had been consummated on June 29, 2013. The financial statements referred to in clause (ba)(ii) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there . (b) There has been no Material Adverse EffectEffect since the Closing Date. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.