Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six three months ended June 30, 2019 2023 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2022 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six three months ended June 30, 2019 2023 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2022 and (y) the six three months ended Xxxx 00June 30, 0000 2023 (xxxxx xxxx XXXother than ARL, XXXXX AREUL and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) The annual and interim financial statements previously provided to the Administrative Agent (i) The Audited Financial Statements, and (ii) the unaudited consolidated balance sheet of as to the Parent Borrower and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated Subsidiaries) (including statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations income and cash flows for such periods stated (subject, and changes in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (bshareholders' equity) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, present fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position condition of the relevant Persons at the dates of said statements and the results for the periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied (other than, in the case of such Designated Subsidiary Borrower interim financial statements, the absence of footnotes and normal year-end adjustments) and the financial statements as of such dates and results for the fiscal years have been audited by and accompanied by the opinion of operations for such periods statedXxxxxx Xxxxxxxx LLP, independent public accountants of the Parent. (db) Since the date of the Audited Financial StatementsMarch 31, there 1999, nothing has been no event or circumstance, either individually or in the aggregate, occurred that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except as fully reflected in the financial statements described in Section 4.08(a), the Indebtedness incurred under this Agreement and except as set forth in Schedule VI hereto, (i) there were as of the Borrowing Date (and after giving effect to any Loans made on such date), no liabilities or obligations (excluding obligations or liabilities incurred in the ordinary course of business which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect) with respect to the Parent, the Borrower or any of their respective Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due), and (ii) neither the Parent, the Borrower nor any of their respective Subsidiaries knows of any basis for the assertion against the Parent, the Borrower or any of their respective Subsidiaries of any such liability or obligation which, either individually or in the aggregate, has, or could be reasonably likely to have, a Material Adverse Effect. (d) The Projections are based on good faith estimates and assumptions made by the management of the Parent and the Borrower, and on the Borrowing Date the management believes that the Projections were reasonable and attainable under the facts and circumstances known to such management, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results and that the differences could be material. There is no fact known to the Parent, the Borrower or any of their respective Subsidiaries which would have a Material Adverse Effect which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

Financial Condition; Financial Statements. (a) On and as of the Closing Date on a pro forma basis after giving effect to the Transaction and all Indebtedness incurred, and to be incurred, and Liens created and to be created, by each Credit Party in connection with this Agreement, (iw) The Audited Financial Statementsthe value of the assets the Borrower, and of the Borrower and its Restricted Subsidiaries on a consolidated basis, at a fair valuation, would exceed the debts and liabilities, subordinated, contingent or otherwise, of the Borrower, and of the Borrower and its Restricted Subsidiaries on a consolidated basis, (x) the fair salable value of the property of the Borrower, and of the Borrower and its Restricted Subsidiaries on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of the Borrower, and of the Borrower and its Restricted Subsidiaries on a consolidated basis, on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (y) the Borrower, and the Borrower and its Restricted Subsidiaries on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (iiz) the unaudited consolidated balance sheet of Borrower, and the Parent Borrower and its Restricted Subsidiaries for on a consolidated basis, will not have unreasonably small capital with which to conduct the six months ended June 30, 2019 businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure)Closing Date. (b) The summary unaudited Communications has furnished to the Banks the following financial statements, which have been prepared in accordance with GAAP consistently applied throughout the periods involved: (i) Communications' consolidated balance sheet as of, and consolidated statements of ARL operations, shareholders' equity and its Subsidiaries cash flows for the fiscal year ended December years ended, March 31, 2018 1996 and March 31, 1997, in each case, audited by the related consolidated statement of income, copies of which have been delivered to each of the LendersAuditors, and accompanied by an unqualified opinion thereof. After giving effect to the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30Transaction, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December since March 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements1997, there has been occurred no event or circumstanceMaterial Adverse Effect, either individually or and nothing has occurred which is reasonably likely to result in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial StatementsCombined balance sheet of the Borrower and its Subsidiaries at December 31, 2002, and the related Combined statements of operations, stockholders’ equity and cash flows for the fiscal year ended as of such date, which statements have been audited by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion with respect thereto, and (ii) the unaudited consolidated Combined balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30at December 31, 2019 2003, and the related consolidated Combined statements of incomeoperations, shareholdersstockholders’ equity and cash flows, copies flows for the fiscal quarter ended as of which have been delivered to each of the Lenders, fairly present in all material respectssuch date, in each case present fairly in conformity with GAAP, consistently applied, all material respects the consolidated Combined financial position of the Parent Borrower and its Subsidiaries as at the respective dates of such dates said statements and their consolidated the results of operations and cash flows for the respective periods covered thereby. All such periods stated (subjectfinancial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and, in the case of the said financial statements referred to in clause (ii), subject to normal year-end audit adjustments and the absence of full footnote disclosure)adjustments. (b) The summary unaudited consolidated balance sheet Annual Statement of ARL Coast and its Subsidiaries (including, without limitation, BWCIC and BWIC) at December 31, 2002, which Annual Statement has been audited by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion with respect thereto, presents fairly the financial position of Coast and its Subsidiaries (including, without limitation, BWCIC and BWIC) at the date of said statement and the results for the fiscal year ended December 31, 2018 and covered thereby. Such financial statement has been prepared in accordance with SAP consistently applied except to the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, extent provided in the case of the aforementioned quarterly notes to said financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure)statement. (c) The Statutory Statements Annual Statement of each Designated Subsidiary Borrower for (x) the fiscal year ended SNIC and its Subsidiaries at December 31, 2018 and (y) the six months ended Xxxx 002002, 0000 (xxxxx xxxx XXXwhich Annual Statement has been audited by Deloitte & Touche LLP, XXXXX and Arch Europe)independent certified public accountants, copies of which have been who delivered to each of the Lendersan unqualified opinion with respect thereto, presents fairly present in all material respects the financial position of such Designated Subsidiary Borrower as SNIC and its Subsidiaries at the date of such dates said statement and the results of operations for such periods statedthe fiscal year covered thereby. Such financial statement has been prepared in accordance with SAP consistently applied except to the extent provided in the notes to said financial statement. (d) Since the date of the Audited Financial Statements, there There has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectChange since December 31, 2002, other than solely as a result of changes in general economic conditions.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited audited consolidated balance sheet of the Parent Borrower and its Subsidiaries Company for the six months fiscal year ended June 30December 31, 2019 2003 and the related consolidated statements of income, shareholders’ ' equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and the unaudited consolidated balance sheet of the Company for its fiscal quarter ended March 31, 2004 and the related consolidated statements of income, shareholders' equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower Company and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended Since December 31, 2018 and the related consolidated statement of income2003, copies of nothing has occurred which have been delivered has had, or could reasonably be expected to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancehave, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans, (ii) as set forth in the unaudited consolidated balance sheet (including the footnote disclosures thereto) of the Company for its fiscal quarter ended March 31, 2004 and (iii) liabilities incurred in the ordinary course of business after March 31, 2004, on the Effective Date there are no material liabilities of the Company and its Subsidiaries. (d) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction, (i) the fair valuation of all of the assets of (x) each Borrower (on an individual basis) and (y) the Company and its Subsidiaries taken as a whole will, in each case, exceed its debts, (ii) no Borrower will have incurred or intended to incur debts beyond its ability to pay such debts as such debts mature and (iii) no Borrower will have unreasonably small capital with which to conduct its business as conducted on the Effective Date. For purposes of this Section 4.10, "debt" means any liability on a claim, and "claim" means any (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Borrower and its Subsidiaries at December 31, 2005, and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year ended as of such date, which statements have been audited by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion with respect thereto, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30at March 31, 2019 2006, and the related consolidated statements of incomeoperations, shareholdersstockholders’ equity and cash flows, copies flows for the fiscal quarter ended as of which have been delivered to each of the Lenders, fairly present in all material respectssuch date, in each case present fairly in conformity with GAAP, consistently applied, all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at the respective dates of such dates said statements and their consolidated the results of operations and cash flows for the respective periods covered thereby. All such periods stated (subjectfinancial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and, in the case of the said financial statements referred to in clause (ii), subject to normal year-end audit adjustments and the absence of full footnote disclosure)adjustments. (b) The summary unaudited consolidated balance sheet Annual Statement of ARL Coast and its Subsidiaries for the fiscal year ended (including, without limitation, BWCIC and BWIC) at December 31, 2018 and the related consolidated statement of income2005, copies of which have Annual Statement has been audited by Deloitte & Touche LLP, independent certified public accountants, who delivered to each of the Lendersan unqualified opinion with respect thereto, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, presents fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as Coast and its Subsidiaries (including, without limitation, BWCIC and BWIC) at the date of such dates said statement and the results of operations for such periods statedthe fiscal year covered thereby. Such financial statement has been prepared in accordance with SAP consistently applied except to the extent provided in the notes to said financial statement. (c) The Annual Statement of SNIC and its Subsidiaries at December 31, 2005, which Annual Statement has been audited by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion with respect thereto, presents fairly in all material respects the financial position of SNIC and its Subsidiaries at the date of said statement and the results of operations for the fiscal year covered thereby. Such financial statement has been prepared in accordance with SAP consistently applied except to the extent provided in the notes to said financial statement. (d) Since the date of the Audited Financial Statements, there There has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectChange since December 31, 2005 other than solely as a result of changes in general economic conditions.

Financial Condition; Financial Statements. (a) As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date: (i) The Audited Financial Statementsthe fair value of the assets of the Company and its Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, CHAR1\1812724v7 subordinated, contingent or otherwise; (ii) the unaudited consolidated balance sheet present fair saleable value of the Parent Borrower property of the Company and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Company and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured or otherwise due in the ordinary course of business, and do not intend to incur, or believe that they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise); and (iv) the Company and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereofClosing Date for which they have unreasonably small capital. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at this time, represents the amount that can reasonably be expected to become an actual and matured liability as determined by the Company and its Restricted Subsidiaries in good faith. The audited consolidated statements of financial condition of the Company and its Subsidiaries for the six months ended June 30at March 31, 2019 2016 and March 31, 2017, and the related consolidated statements of income, income and cash flow and changes in shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, Company and its Subsidiaries for the fiscal years ended on such dates present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, respects the consolidated financial position condition of the Parent Borrower Company and its Restricted Subsidiaries as at the date of such dates statements of financial condition and their consolidated the results of operations of the Company and cash flows its Restricted Subsidiaries for the periods covered thereby. All such periods stated financial statements have been prepared in accordance with GAAP and practices consistently applied. Since March 31, 20172021, no event or condition has occurred that (subject, x) has had a Material Adverse Effect (unless same has ceased to exist in all respects) or (y) is reasonably likely to have a Material Adverse Effect. The projections of the case of Company and its Restricted Subsidiaries have been prepared on a basis consistent with the financial statements referred to in clause (iiSection 5.09(b), to normal year-end audit adjustments and are based on good faith estimates and assumptions made by the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each management of the LendersCompany, which assumptions, taken as a whole, such management believed were reasonable on the Closing Date, it being recognized by the Lenders that such projections of future events are not to be viewed as facts and that actual results during the summary unaudited consolidated balance sheet of ARL period or periods covered by any such projections may differ from the projected results contained therein and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure)differences may be material. (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to all Indebtedness incurred, and Loans to be incurred, on and as of the Closing Date, by the Borrower and its Subsidiaries in connection herewith, (x) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a whole exceeded its debts, (y) the Borrower and its Subsidiaries taken as a whole did not incur or intend to, or believe that they would, incur debts beyond their ability to pay such debts as such debts mature and (z) the Borrower and its Subsidiaries taken as a whole did not have unreasonably small capital with which to conduct its business. (i) The Audited Financial Statementsconsolidated balance sheet of the Borrower at December 31, 2004 and the related consolidated statements of operations and cash flows of the Borrower for the fiscal year, as the case may be, ended as of said date, which have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion in respect therewith, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June as of September 30, 2019 and the related consolidated statements of income, shareholders’ equity and cash flows2005, copies of which have heretofore been delivered furnished to each the Administrative Agent, present fairly the financial position of such entities at the Lenders, fairly present dates of said statements and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, consistently applied, except to the consolidated extent provided in the notes to said financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subjectstatements and, in the case of the financial statements referred to in clause (ii)September 30, 2005 statements, subject to normal and recurring year-end audit adjustments adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for extent provided in the fiscal year ended notes to said financial statements. Nothing has occurred since December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for 2004 that (x) has had or is reasonably likely to have a material adverse effect on the fiscal year ended December 31rights or remedies of the Lenders hereunder or under any other Credit Document, 2018 and or on the ability of any Credit Party to perform its obligations to them, or (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements and the notes thereto described in Section 7.10(b) or in Annex V, there were as of the Closing Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to the Borrower and its Subsidiaries taken as a whole, except as incurred subsequent to December 31, 2004 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2003 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June 30, 2019 2004 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (bii) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2003 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and for its Subsidiaries for the six months fiscal quarter ended June 30, 2019 2004 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, subject to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (ciii) The summary unaudited financial information of Intermediate Holdings for the fiscal year ended December 31, 2003, copies of which have been delivered to each of the Lenders, and the summary unaudited financial information of Intermediate Holdings for its fiscal quarter ended June 30, 2004, copies of which have been delivered to each of the Lenders, fairly present in all material respects the consolidated financial position of Intermediate Holdings and its Subsidiaries as of such dates (subject to normal year-end audit adjustments and the absence of full footnote disclosure). (iv) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2003 and for its fiscal quarter ended June 30, 2004 (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europeother than ARL), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (db) Since the date of the Audited Financial StatementsDecember 31, there 2003, nothing has been no event occurred which has had, or circumstancewould reasonably be expected to have, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans and Letters of Credit, (ii) for letters of credit issued under the Long-Term LC Facility, (iii) for the Existing LC Facility, (iv) for the Existing Senior Notes, (v) as set forth in the unaudited consolidated balance sheet of the Parent Borrower for its fiscal quarter ended June 30, 2004, (vi) for liabilities set forth on Schedule 4.10(c) and (vii) for liabilities incurred by the Parent Borrower and its Subsidiaries in the ordinary course of business, on the Effective Date there are no material liabilities of the Parent Borrower and its Subsidiaries. (d) On and as of the Effective Date, on a pro forma basis after giving effect to the Transactions, the Parent Borrower and each of its Subsidiaries is Solvent.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsstatements of financial condition of Holdings and its Subsidiaries at December 31, 1998 and (ii) September 30, 1999 and the unaudited consolidated balance sheet related statements of the Parent Borrower income and cash flows and changes in shareholders' equity of Holdings and its Subsidiaries for the six months fiscal year or nine-month period, as the case may be, ended June 30, 2019 and the related consolidated statements as of income, shareholders’ equity and cash flowssaid dates, copies of which have heretofore been delivered furnished to each of the LendersLender, present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, respects the consolidated financial position condition of the Parent Borrower Holdings and its Subsidiaries as at the dates of said statements and the results for the periods covered thereby. All such dates financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii)September 30, 1999 statements, to normal year-end audit adjustments and the absence of full footnote disclosure)footnotes. (b) The summary unaudited consolidated balance sheet Except as fully reflected in the financial statements described in Section 6.10(a) and the Indebtedness incurred under this Agreement, (i) there were as of ARL the Initial Borrowing Date (and after giving effect to any Loans made on such date), no liabilities or obligations (excluding current obligations incurred in the ordinary course of business) with respect to Holdings or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due), and (ii) neither Holdings nor the Borrower knows of any basis for the fiscal year ended December 31, 2018 and the related consolidated statement assertion against Holdings or any of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of any such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event liability or circumstanceobligation which, either individually or in the aggregate, are or would be reasonably likely to have, a Material Adverse Effect. (c) The Projections are based on good faith estimates and assumptions made by the management of Holdings, and on the Initial Borrowing Date such management believed that has had the Projections were reasonable and attainable, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or could reasonably periods covered by the Projections probably will differ from the projected results and that the differences may be expected material. There is no fact known to Holdings or any of its Subsidiaries which would have a Material Adverse Effect, which has not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection with the transactions contemplated hereby.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited audited consolidated balance sheet of the Parent Borrower and its Subsidiaries Company for the six months fiscal year ended June 30December 31, 2019 2005 and the related consolidated statements of income, shareholders’ ' equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and the unaudited consolidated balance sheet of the Company for its fiscal quarter ended June 30, 2006 and the related consolidated statements of income, shareholders' equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower Company and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries Except as disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 2005 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries Company's Quarterly Reports on Form 10-Q for the six months fiscal quarters ended March 31, 2006 and June 30, 2019 and the related consolidated statement of income2006, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended since December 31, 2018 and (y) the six months ended Xxxx 002005, 0000 (xxxxx xxxx XXXnothing has occurred which has had, XXXXX and Arch Europe), copies of which have been delivered or could reasonably be expected to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancehave, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) as set forth in the unaudited consolidated balance sheet (including the footnote disclosures thereto) of the Company for its fiscal quarter ended June 30, 2006 and (ii) liabilities incurred in the ordinary course of business after June 30, 2006, on the Effective Date there are no material liabilities of the Company and its Subsidiaries. (d) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction, (i) the fair valuation of all of the assets of (x) each Borrower (on an individual basis) and (y) the Company and its Subsidiaries taken as a whole will, in each case, exceed its debts, (ii) no Borrower will have incurred or intended to incur debts beyond its ability to pay such debts as such debts mature and (iii) no Borrower will have unreasonably small capital with which to conduct its business as conducted on the Effective Date. For purposes of this Section 4.10, "debt" means any liability on a claim, and "claim" means any (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and Loans to be incurred, on and as of the Effective Date, by the Borrower and its Subsidiaries in connection herewith, (x) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a whole exceeded its debts, (y) the Borrower and its Subsidiaries taken as a whole did not incur or intend to, or believe that they would, incur debts beyond their ability to pay such debts as such debts mature and (z) the Borrower and its Subsidiaries taken as a whole did not have unreasonably small capital with which to conduct its business. (i) The Audited Financial Statementsconsolidated balance sheet of the Borrower at December 31, 2001 and the related consolidated statements of operations and cash flows of the Borrower for the fiscal year, as the case may be, ended as of said date, which have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion in respect therewith, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June as of September 30, 2019 and the related consolidated statements of income, shareholders’ equity and cash flows2001, copies of which have heretofore been delivered furnished to each the Administrative Agent, present fairly the financial position of such entities at the Lenders, fairly present dates of said statements and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, consistently applied, except to the consolidated extent provided in the notes to said financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subjectstatements and, in the case of the financial statements referred to in clause (ii)September 30, 2001 statements, subject to normal and recurring year-end audit adjustments adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for extent provided in the fiscal year ended notes to said financial statements. Nothing has occurred since December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for 2000 that (x) has had or is reasonably likely to have a material adverse effect on the fiscal year ended December 31rights or remedies of the Lenders hereunder or under any other Credit Document, 2018 and or on the ability of any Credit Party to perform its obligations to them, or (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements and the notes thereto described in Section 7.10(b) or in Annex V, there were as of the Effective Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to the Borrower and its Subsidiaries taken as a whole, except as incurred subsequent to December 31, 2000 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited audited consolidated balance sheet of the Parent Borrower and its Subsidiaries Company for the six months fiscal year ended June 30December 31, 2019 2008 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by Deloitte Touche Tohmatsu or one of its member firms, and the unaudited consolidated balance sheet of the Company for its fiscal quarter ended March 31, 2009 and the related consolidated statements of income, shareholders’ equity and cash flows, and (ii) the audited consolidated balance sheet of the Guarantor for the fiscal year ended December 31, 2008 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by Deloitte Touche Tohmatsu or one of its member firms, and the unaudited consolidated balance sheet of the Company for its fiscal quarter ended March 31, 2009 and the related consolidated statements of income, shareholders’ equity and cash flows, in each case, copies of which have been delivered to each of the LendersIssuing Bank, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated consoli­dated financial position of the Parent Borrower applicable Loan Party and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended Since December 31, 2018 and the related consolidated statement of income2008, copies of nothing has occurred which have been delivered has had, or could reasonably be expected to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancehave, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Letters of Credit, (ii) as set forth in the unaudited consolidated balance sheet (including the footnote disclosures thereto) of the Company for its fiscal quarter ended Mxxxx 00, 0000, (xxx) liabilities incurred in the ordinary course of business after December 31, 2008 or (iv) as set forth on Schedule 4.14, on the Closing Date, there are no material liabilities of the Company and its Subsidiaries. (d) On and as of the Closing Date, on a pro forma basis after giving effect to the Transaction, (i) the fair valuation of all of the assets of (x) the Company (on an individual basis) and (y) the Company and its Subsidiaries taken as a whole will, in each case, exceed its debts, (ii) the Company shall not have incurred or intended to incur debts beyond its ability to pay such debts as such debts mature and (iii) the Company shall not have unreasonably small capital with which to conduct its business as conducted on the Closing Date. For purposes of this Section 4.09, “debt” means any liability on a claim, and “claim” means any (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equit­able remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, un­disputed, secured or unsecured.

Financial Condition; Financial Statements. (a) As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date: (i) The Audited Financial Statementsthe fair value of the assets of the Company and its Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the unaudited consolidated balance sheet present fair saleable value of the Parent Borrower property of the Company and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Company and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured or otherwise due in the ordinary course of business, and do not intend to incur, or believe that they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise); and (iv) the Company and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at this time, represents the amount that can reasonably be expected to become an actual and matured liability as determined by the Company and its Restricted Subsidiaries in good faith. (b) The audited consolidated statements of financial condition of the Company and its Subsidiaries for the six months ended June 30at March 31, 2019 2016 and March 31, 2017, and the related consolidated statements of income, income and cash flow and changes in shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL Company and its Subsidiaries for the fiscal year years ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of on such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, present fairly present in all material respects the financial position condition of the Company and its Restricted Subsidiaries at the date of such Designated Subsidiary Borrower as statements of such dates financial condition and the results of operations of the Company and its Restricted Subsidiaries for the periods covered thereby. All such periods statedfinancial statements have been prepared in accordance with GAAP and practices consistently applied. (dc) Since the date of the Audited Financial StatementsMarch 31, there has been 2017, no event or circumstance, either individually or in the aggregate, condition has occurred that (x) has had a Material Adverse Effect (unless same has ceased to exist in all respects) or could (y) is reasonably be expected likely to have a Material Adverse Effect. (d) The projections of the Company and its Restricted Subsidiaries have been prepared on a basis consistent with the financial statements referred to in Section 5.09(b), and are based on good faith estimates and assumptions made by the management of the Company, which assumptions, taken as a whole, such management believed were reasonable on the Closing Date, it being recognized by the Lenders that such projections of future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results contained therein and such differences may be material.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months fiscal year ended June 30December 31, 2019 2002 and the related consolidated statements of income, shareholders’ ' equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and the unaudited consolidated balance sheet of the Borrower for its fiscal quarter ended June 30, 2003 and the related consolidated statements of income, shareholders' equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended Since December 31, 2018 and the related consolidated statement of income2002, copies of nothing has occurred which have been delivered has had, or would reasonably be expected to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancehave, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans and (ii) as set forth in the unaudited consolidated balance sheet of the Borrower for its fiscal quarter ended June 30, 2003, on the Effective Date there are no material liabilities of the Borrower and its Subsidiaries. (d) On and as of the Effective Date, on a pro forma basis after giving effect to the Transaction, (x) the fair valuation of all of the tangible and intangible assets of the Borrower (on a consolidated basis) will exceed its debts, (y) the Borrower will not have incurred or intended to incur debts beyond its ability to pay such debts as such debts mature and (z) the Borrower will not have unreasonably small capital with which to conduct its business as conducted on the Effective Date. For purposes of this Section 3.10, "debt" means any liability on a claim, and "claim" means any (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six three months ended June 30, 2019 2023 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the LendersL/C Issuer, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL the Borrower and its Subsidiaries for the fiscal year ended December 31, 2018 2022 and the related consolidated statement of income, copies of which have been delivered to each of the LendersL/C Issuer, and the summary unaudited consolidated balance sheet of ARL the Borrower and its Subsidiaries for the six three months ended June 30, 2019 2023 and the related consolidated statement of income, copies of which have been delivered to each of the LendersL/C Issuer, fairly present in all material respects, the consolidated financial position of ARL the Borrower and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure).. 361607869 36 (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated[Reserved]. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2005 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June 30, 2019 2006 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii)statement, to normal year-end audit adjustments and the absence of full footnote disclosure). (bii) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2005 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and for its Subsidiaries for the six months fiscal quarter ended June 30, 2019 2006 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, subject to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (ciii) The summary unaudited financial information of Intermediate Holdings for the fiscal year ended December 31, 2005, copies of which have been delivered to each of the Lenders, and the summary unaudited financial information of Intermediate Holdings for its fiscal quarter ended June 30, 2006, copies of which have been delivered to each of the Lenders, fairly present in all material respects the consolidated financial position of Intermediate Holdings and its Subsidiaries as of such dates (subject to normal year-end audit adjustments and the absence of full footnote disclosure). (iv) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2005 and for its fiscal quarter ended June 30, 2006 (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX other than ARL and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (db) Since the date of the Audited Financial StatementsDecember 31, there 2005, nothing has been no event occurred which has had, or circumstancewould reasonably be expected to have, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans and Letters of Credit, (ii) for letters of credit issued under the Long-Term LC Facility, (iii) for the Existing Senior Notes, (iv) as set forth in the unaudited consolidated balance sheet of the Parent Borrower for its fiscal quarter ended June 30, 2006, (v) for liabilities set forth on Schedule 4.09(c) and (vi) for liabilities incurred by the Parent Borrower and its Subsidiaries in the ordinary course of business, on the Restatement Effective Date there are no material liabilities of the Parent Borrower and its Subsidiaries.

Financial Condition; Financial Statements. (a) (i) The Audited Financial StatementsOn and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, by the Credit Parties in connection herewith, (x) the sum of the assets, at a fair valuation, of each Guarantor on a consolidated basis taken as a whole will exceed its debts, (y) each Guarantor on a consolidated basis taken as a whole will not have incurred or intended to, or believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each Guarantor on a consolidated basis taken as a whole will not have unreasonably small capital with which to conduct its business. (ii) the unaudited The consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30NDC at December 31, 2019 2001 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of NDC for the fiscal year, as the case may be, ended as of said date, which have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto, copies of which have heretofore been delivered furnished to each of the LendersPurchaser, present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as entities at the dates of said statements and the results for the period covered thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements. All such dates financial statements have been prepared in accordance with generally accepted accounting principles and results practices consistently applied except to the extent provided in the notes to said financial statements. Nothing has occurred since December 31, 2001 that has had or is reasonably likely to have a Material Adverse Effect on the rights or remedies of operations for such periods statedthe Purchasers hereunder, or on the ability of any Guarantor to perform its obligations to them. (diii) Since Except as reflected in the date financial statements and the notes thereto described in clause (ii) above, there were as of the Audited Financial StatementsEffective Date no liabilities or obligations with respect to any Guarantor of a nature (whether absolute, there has been no event accrued, contingent or circumstanceotherwise and whether or not due) which, either individually or in the aggregate, that has had or could reasonably would be expected material to have Parent on a Material Adverse Effectconsolidated basis and its Subsidiaries taken as a whole, except as incurred subsequent to March 31, 1998 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date on a pro forma basis after giving effect to the Transaction and all Indebtedness incurred, and to be incurred, and Liens created and to be created, by each Credit Party in connection with this Agreement, (w) the value of the assets of the Borrower, of the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), at a fair valuation, would exceed the debts and liabilities, subordinated, contingent or otherwise, of the Borrower, of the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), (x) the fair salable value of the property of the Borrower, of the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), will be greater than the amount that will be required to pay the probable liability of the Borrower, of the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (y) the Borrower, the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (z) the Borrower, the Borrower and its Subsidiaries (on a consolidated basis) and Holdings and its Subsidiaries (on a consolidated basis), will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Restatement Effective Date. (b) Holdings has furnished to the Lenders the following financial statements, which have been prepared in accordance with GAAP (except, in the case of the unaudited financial statements referred to below, for the omission of footnotes and ordinary year end adjustments) consistently applied throughout the periods involved: (i) The Audited Financial StatementsHoldings' consolidated balance sheet as of, and consolidated statements of operations, shareholders' equity and cash flows for the fiscal year ended, March 31, 1997, audited by the Auditors, and accompanied by an unqualified opinion in respect thereof, and (ii) the an unaudited consolidated balance sheet of the Parent Borrower Holdings as of, and its Subsidiaries for the six months ended June 30, 2019 and the related unaudited consolidated statements of incomeoperations, shareholders’ ' equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such the nine-month period ending December 31, 1997. The financial statements referred to in preceding clauses (i) and (ii) present fairly in all material respects the respective consolidated financial condition of Holdings at the dates of said financial statements and the results for the periods stated (covered thereby, subject, in the case of the unaudited financial statements referred to in clause (ii)statements, to normal year-end audit adjustments and adjustments. After giving effect to the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December Transaction, since March 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements1997, there has been occurred no event or circumstanceMaterial Adverse Effect, either individually or and nothing has occurred which is reasonably likely to result in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date: (i) The Audited Financial Statementsthe fair value of the assets of the Company and its Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the unaudited consolidated balance sheet present fair saleable value of the Parent Borrower property of the Company and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other CHAR1\0000000x0 liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (iii) the Company and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured or otherwise due in the ordinary course of business, and do not intend to incur, or believe that they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise); and (iv) the Company and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the Closing Date for which they have unreasonably small capital. For purposes of the foregoing, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at this time, represents the amount that can reasonably be expected to become an actual and matured liability as determined by the Company and its Restricted Subsidiaries in good faith. (b) The audited consolidated statements of financial condition of the Company and its Subsidiaries for the six months ended June 30at March 31, 2019 2016 and March 31, 2017, and the related consolidated statements of income, income and cash flow and changes in shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL Company and its Subsidiaries for the fiscal year years ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of on such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, present fairly present in all material respects the financial position condition of the Company and its Restricted Subsidiaries at the date of such Designated Subsidiary Borrower as statements of such dates financial condition and the results of operations of the Company and its Restricted Subsidiaries for the periods covered thereby. All such periods statedfinancial statements have been prepared in accordance with GAAP and practices consistently applied. (dc) Since the date of the Audited Financial StatementsMarch 31, there has been 2021, no event or circumstance, either individually or in the aggregate, condition has occurred that (x) has had a Material Adverse Effect (unless same has ceased to exist in all respects) or could (y) is reasonably be expected likely to have a Material Adverse Effect. (d) The projections of the Company and its Restricted Subsidiaries have been prepared on a basis consistent with the financial statements referred to in Section 5.09(b), and are based on good faith estimates and assumptions made by the management of the Company, which assumptions, taken as a whole, such management believed were reasonable on the Closing Date, it being recognized by the Lenders that such projections of future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results contained therein and such differences may be material.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June 30March 31, 2019 2014 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii)statement, to normal year-end audit adjustments and the absence of full footnote disclosure). (bii) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2013 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months its fiscal quarter ended June 30March 31, 2019 2014 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (ciii) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2013 and (y) the six months its fiscal quarter ended Xxxx Xxxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial StatementsOn and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, by the Credit Parties in connection herewith, (x) the sum of the assets, at a fair valuation, of each Guarantor on a consolidated basis taken as a whole will exceed its debts, (y) each Guarantor on a consolidated basis taken as a whole will not have incurred or intended to, or believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) each Guarantor on a consolidated basis taken as a whole will not have unreasonably small capital with which to conduct its business. (ii) the unaudited The consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30NDC at December 31, 2019 2001 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of NDC for the fiscal year, as the case may be, ended as of said date, which have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto, copies of which have heretofore been delivered furnished to each of the LendersPurchaser, present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as entities at the dates of said statements and the results for the period covered thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements. All such dates financial statements have been prepared in accordance with generally accepted accounting principles and results practices consistently applied except to the extent provided in the notes to said financial statements. Nothing has occurred since December 31, 2001 that has had or is reasonably likely to have a material adverse effect on the rights or remedies of operations for such periods statedthe Purchasers hereunder, or on the ability of any Guarantor to perform its obligations to them. (diii) Since Except as reflected in the date financial statements and the notes thereto described in clause (ii) above, there were as of the Audited Financial StatementsEffective Date no liabilities or obligations with respect to any Guarantor of a nature (whether absolute, there has been no event accrued, contingent or circumstanceotherwise and whether or not due) which, either individually or in the aggregate, that has had or could reasonably would be expected material to have Parent on a Material Adverse Effectconsolidated basis and its Subsidiaries taken as a whole, except as incurred subsequent to March 31, 1998 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and all Indebtedness incurred, and to be incurred (including, without limitation, the New Term Loans), and Liens created, and to be created, by each Credit Party in connection therewith, (x) the fair valuation of all of the tangible and intangible assets of the Credit Parties (on a consolidated basis) will exceed their debts, (y) the Credit Parties will not have incurred or intended to incur debts beyond their ability to pay such debts as such debts mature and (z) the Credit Parties will not have unreasonably small capital with which to conduct their business. For purposes of this Section 6.10, “debt” means any liability on a claim, and “claim” means any (i) The Audited Financial Statementsright to payment whether or not such a right is reduced to judgment, and liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) the unaudited right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. (b) The consolidated balance sheet of the Parent Borrower Holdings and its Subsidiaries for the six months ended June 30at December 31, 2019 2004 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of Holdings and its Subsidiaries for the nine-month period ended as of said date, copies of all of which have heretofore been furnished to the Joint Lead Arrangers, present fairly the consolidated financial position of Holdings and its Subsidiaries at the date of said statements and the results for the period covered thereby in accordance with GAAP, subject to year end adjustments and the absence of footnote disclosure. The combined balance sheet of the Xxxx Business at December 31, 2004 and the related combined statements of operations and cash flows of Xxxx and its subsidiaries for the fiscal year ended as of said date which have been audited by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion with respect therewith, copies of which have been delivered heretofore furnished to each the Joint Lead Arrangers, present fairly the combined financial position of Xxxx and its subsidiaries as of the Lenders, fairly present date of such statement and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, except to the extent provided in the notes to said financial statements. All such financial statements have been prepared in accordance with GAAP and practices consistently applied, applied except to the extent provided in the notes to said financial statements. The pro forma consolidated financial position of balance sheet and the Parent Borrower and its Subsidiaries as of such dates and their related consolidated results statements of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL Holdings and its Subsidiaries as of, and for the four fiscal year ended quarter period ending on, December 31, 2018 and the related consolidated statement of income2004, copies of which have heretofore been delivered furnished to each the Joint Lead Arrangers, present a good faith estimate of the Lenders, and the summary unaudited consolidated balance sheet pro forma financial position of ARL Holdings and its Subsidiaries (after giving effect to the Transaction) as at the date thereof and the results for the six months ended June 30period covered thereby. Nothing has occurred since December 31, 2019 2004 that has had, or is reasonably likely to have, a Material Adverse Effect, it being understood and agreed by the related consolidated statement parties hereto that the representation made pursuant to this sentence shall not be required to be made on the Restatement Effective Date (although such representation shall be required to be made at the time of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of Credit Event occurring after such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosuredate). (c) The Statutory Statements of each Designated Subsidiary Borrower for (xExcept as reflected in the financial statements described in Section 6.10(b) or in the fiscal year ended December 31footnotes thereto, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each there were as of the LendersRestatement Effective Date no liabilities or obligations with respect to Xxxx or any of its subsidiaries or Holdings or any of its Subsidiaries of a nature (whether absolute, fairly present accrued, contingent or otherwise and whether or not due) which, either individually or in all aggregate, would be material respects to Holdings, Xxxx and their Subsidiaries taken as a whole, except as incurred in the financial position ordinary course of such Designated Subsidiary Borrower as of such dates and results of operations for such periods statedbusiness consistent with past practices. (d) Since The Projections delivered to the date Administrative Agent and the Joint Lead Arrangers prior to the Restatement Effective Date have been prepared in good faith and are based on assumptions believed by the Borrower to be reasonable at the time such Projections were prepared (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Audited Financial Statementscontrol of Holdings and its Subsidiaries, there has been and that no event or circumstance, either individually or in assurance can be given that the aggregate, that has had or could reasonably Projections will be expected to have a Material Adverse Effectrealized).

Financial Condition; Financial Statements. (a) (i) The Audited Financial StatementsOn and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, by the Credit Parties in connection herewith, (x) the sum of the assets, at a fair valuation, of Parent Guarantor on a consolidated basis taken as a whole will exceed its debts, (y) Parent Guarantor on a consolidated basis taken as a whole will not have incurred or intended to, or believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) Parent Guarantor on a consolidated basis taken as it whole will not have unreasonably small capital with which to conduct its business. (ii) the unaudited (A) The consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30Guarantor at December 31, 2019 1997 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of Parent Guarantor for the fiscal year, as the case may be, ended as of said date, which have been examined by Price Waterhouse LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto, and (B) the consolidated balance sheet of Parent Guarantor as of March 31, 1998, copies of which have heretofore been delivered furnished to each Purchaser, present fairly the financial position of such entities at the Lenders, fairly present dates of said statements and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, consistently applied, except to the consolidated extent provided in the notes to said financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subjectstatements and, in the case of the March 31, 1998 statements, subject to normal and recurring year-end audit adjustments. All such financial statements referred have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the extent provided in the notes to said financial statements. Nothing has occurred since December 31, 1997 that has had or is reasonably likely to have a material adverse effect on the rights or remedies of the Purchasers hereunder, or on the ability of Parent Guarantor to perform its obligations to them. (iii) Except as reflected in the financial statements and the notes thereto described in clause (ii)) above, to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each there were as of the LendersEffective Date no liabilities or obligations with respect to Parent Guarantor of a nature (whether absolute, accrued, contingent or otherwise and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (cwhether or not due) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancewhich, either individually or in the aggregate, that has had or could reasonably would be expected material to have Parent Guarantor on a Material Adverse Effectconsolidated basis and its Subsidiaries taken as a whole, except as incurred subsequent to March 31, 1998 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2015 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30, 2019 2016 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2015 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 2016 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2015 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2010 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June 30, 2019 2011 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii)statement, to normal year-end audit adjustments and the absence of full footnote disclosure). (bii) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2010 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months its fiscal quarter ended June 30, 2019 2011 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (ciii) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2010 and (y) the six months its fiscal quarter ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) On and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and Loans to be incurred, on and as of the Effective Date, by the Borrower and its Subsidiaries in connection herewith, (x) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries taken as a whole will exceed its debts, (y) the 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) the Borrower and its Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct its business. (i) The Audited Financial Statementsconsolidated balance sheet of the Borrower at December 31, 2000 and the related consolidated statements of operations and cash flows of the Borrower for the fiscal year, as the case may be, ended as of said date, which have been examined by PriceWaterhouseCoopers LLP, independent certified public accountants, who delivered an unqualified opinion in respect therewith, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30as of March 31, 2019 and the related consolidated statements of income, shareholders’ equity and cash flows2001, copies of which have heretofore been delivered furnished to each the Administrative Agent, present fairly the financial position of such entities at the Lenders, fairly present dates of said statements and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, consistently applied, except to the consolidated extent provided in the notes to said financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subjectstatements and, in the case of the financial statements referred to in clause (ii)March 31, 2001 statements, subject to normal and recurring year-end audit adjustments adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for extent provided in the fiscal year ended notes to said financial statements. Nothing has occurred since December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for 2000 that (x) has had or is reasonably likely to have a material adverse effect on the fiscal year ended December 31rights or remedies of the Lenders hereunder or under any other Credit Document, 2018 and or on the ability of any Credit Party to perform its obligations to them, or (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements and the notes thereto described in Section 7.10(b) or in Annex V, there were as of the Effective Date no liabilities or obligations with respect to the Borrower or any of its Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to the Borrower and its Subsidiaries taken as a whole, except as incurred subsequent to December 31, 2000 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) (i) The Audited Financial StatementsOn and as of the Effective Date, on a pro forma basis after giving effect to all Indebtedness incurred, and to be incurred, by the Credit Parties in connection herewith, (x) the sum of the assets, at a fair valuation, of Parent Guarantor on a consolidated basis taken as a whole will exceed its debts, (y) Parent Guarantor on a consolidated basis taken as a whole will not have incurred or intended to, or believe that it will, incur debts beyond its ability to pay such debts as such debts mature and (z) Parent Guarantor on a consolidated basis taken as a whole will not have unreasonably small capital with which to conduct its business. (ii) the unaudited (A) The consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months ended June 30Guarantor at December 31, 2019 1997 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of Parent Guarantor for the fiscal year, as the case may be, ended as of said date, which have been examined by Price Waterhouse LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto, and (B) the consolidated balance sheet of Parent Guarantor as of March 31, 1998, copies of which have heretofore been delivered furnished to each Purchaser, present fairly the financial position of such entities at the Lenders, fairly present dates of said statements and the results for the period covered thereby in all material respects, in each case in conformity accordance with GAAP, consistently applied, except to the consolidated extent provided in the notes to said financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subjectstatements and, in the case of the March 31, 1998 statements, subject to normal and recurring year-end audit adjustments. All such financial statements referred have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the extent provided in the notes to said financial statements. Nothing has occurred since December 31, 1997 that has had or is reasonably likely to have a Material Adverse Effect on the rights or remedies of the Purchasers hereunder, or on the ability of Parent Guarantor to perform its obligations to them. (iii) Except as reflected in the financial statements and the notes thereto described in clause (ii)) above, to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each there were as of the LendersEffective Date no liabilities or obligations with respect to Parent Guarantor of a nature (whether absolute, accrued, contingent or otherwise and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (cwhether or not due) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancewhich, either individually or in the aggregate, that has had or could reasonably would be expected material to have Parent Guarantor on a Material Adverse Effectconsolidated basis and its Subsidiaries taken as a whole, except as incurred subsequent to March 31, 1998 in the ordinary course of business consistent with past practices.

Financial Condition; Financial Statements. (a) On and as of the Initial Borrowing Date, on a PRO FORMA basis after giving effect to the Transaction and all Indebtedness incurred, and to be incurred (including, without limitation, the Loans and the Senior Subordinated Notes), and Liens created, and to be created, by each Credit Party in connection therewith, (x) the fair valuation of all of the tangible and intangible assets of the Credit Parties (on a consolidated basis) will exceed their debts, (y) the Credit Parties will not have incurred or intended to incur debts beyond their ability to pay such debts as such debts mature and (z) the Credit Parties will not have unreasonably small capital with which to conduct their business. For purposes of this Section 6.10, "debt" means any liability on a claim, and "claim" means any (i) The Audited Financial Statementsright to payment whether or not such a right is reduced to judgment, and liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) the unaudited right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. (b) The consolidated balance sheet sheets of the Parent Borrower Rexnord Business at March 31, 2002 and its Subsidiaries for the six months ended June September 30, 2019 2002 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows of the Rexnord Business for the fiscal year or the six month period, as the case may be, ended as of said dates, which, in the case of the annual financial statements, have been audited by Ernst & Young LLP independent certified public accountants, who delivered an unqualified opinion in respect therewith, copies of all of which have heretofore been delivered furnished to each of the LendersJoint Lead Arrangers, present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower Rexnord Business (and its Subsidiaries as reasonably reflect in all material respects the combined financial condition and results of operations of the Rexnord Business) at the dates of said statements and the results for the periods covered thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements. All such dates financial statements have been prepared in accordance with GAAP and their practices consistently applied except to the extent provided in the notes to said financial statements. The PRO FORMA consolidated results balance sheet and the related consolidated statements of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL Holdings and its Subsidiaries as of, and for the four fiscal year ended December 31quarter period ending on, 2018 and the related consolidated statement of incomeSeptember 30, 2002, copies of which have heretofore been delivered furnished to each Lender, present a good faith estimate of the Lenders, and the summary unaudited consolidated balance sheet PRO FORMA financial position of ARL Holdings and its Subsidiaries (after giving effect to the Transaction) as at the date thereof and the results for the six months ended June 30period covered thereby. Nothing has occurred since March 31, 2019 and 2002 that has had, or is reasonably likely to have, a Material Adverse Effect, it being understood that for periods prior to the related consolidated statement Initial Borrowing Date the Rexnord Business shall be included for the purposes of income, copies of which have making determinations pursuant to this sentence as if the Rexnord Business had been delivered to each of the Lenders, fairly present in owned by Holdings at all material respects, the consolidated financial position of ARL and its Subsidiaries as of times during such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure)periods. (c) The Statutory Statements of each Designated Subsidiary Borrower for (xExcept as reflected in the financial statements described in Section 6.10(b) or in the fiscal year ended December 31footnotes thereto, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each there were as of the LendersInitial Borrowing Date no liabilities or obligations with respect to Holdings or any of its Subsidiaries of a nature (whether absolute, fairly present accrued, contingent or otherwise and whether or not due) which, either individually or in all aggregate, would be material respects to Holdings and its Subsidiaries taken as a whole, except as incurred in the financial position ordinary course of such Designated Subsidiary Borrower as of such dates and results of operations for such periods statedbusiness consistent with past practices. (d) Since The Projections delivered to the date Administrative Agent and the Lenders prior to the Initial Borrowing Date have been prepared in good faith and are based on assumptions believed by the Borrower to be reasonable at the time such Projections were prepared (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Audited Financial Statementscontrol of Holdings and its Subsidiaries, there has been and that no event or circumstance, either individually or in assurance can be given that the aggregate, that has had or could reasonably Projections will be expected to have a Material Adverse Effectrealized).

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2015 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June 30March 31, 2019 2016 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii)statement, to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet pro forma financial statements (x) delivered pursuant to Section 4.02(f)(ii) or (y) included within any filing made with the SEC by Parent Borrower or any of ARL and its Subsidiaries for relating to the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which Transactions (i) have been prepared by the Parent Borrower in good faith, based on the assumptions believed by the Parent Borrower on the date such statements are delivered to each of the Lendersbe reasonable, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30(ii) present fairly, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the pro forma consolidated financial position condition or the pro forma consolidated results of ARL operations, as the case may be, of the Parent Borrower and its Subsidiaries as of such and for the dates and their consolidated results periods to which they relate as if the Transactions had occurred as of operations for such periods stated date (subject, in the case of the aforementioned quarterly pro forma balance sheet) or at the beginning of the applicable period (in the case of all other pro forma financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statements, and (ii) the unaudited audited consolidated balance sheet of the Parent Borrower and its Subsidiaries Company for the six months fiscal year ended June 30December 31, 2019 2004 and the related consolidated statements of income, shareholders’ ' equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and the unaudited consolidated balance sheet of the Company for its fiscal quarter ended March 31, 2005 and the related consolidated statements of income, shareholders' equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower Company and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii), statement to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended Since December 31, 2018 and the related consolidated statement of income2004, copies of nothing has occurred which have been delivered has had, or could reasonably be expected to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstancehave, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans, (ii) as set forth in the unaudited consolidated balance sheet (including the footnote disclosures thereto) of the Company for its fiscal quarter ended March 31, 2005 and (iii) liabilities incurred in the ordinary course of business after March 31, 2005, on the Restatement Effective Date there are no material liabilities of the Company and its Subsidiaries. (d) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction, (i) the fair valuation of all of the assets of (x) each Borrower (on an individual basis) and (y) the Company and its Subsidiaries taken as a whole will, in each case, exceed its debts, (ii) no Borrower will have incurred or intended to incur debts beyond its ability to pay such debts as such debts mature and (iii) no Borrower will have unreasonably small capital with which to conduct its business as conducted on the Restatement Effective Date. For purposes of this Section 4.10, "debt" means any liability on a claim, and "claim" means any (i) right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

Financial Condition; Financial Statements. (a) On and as of the date of each Credit Event, on a PRO FORMA basis after giving effect to all Indebtedness incurred, and to be incurred, by Borrower and the Subsidiaries in connection therewith, (x) the sum of the assets, at a fair valuation, of Borrower and the Subsidiaries taken as a whole will exceed their debts, (y) Borrower and the 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 the Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct their business. (i) The Audited Financial Statementsconsolidated balance sheet of Borrower and the Subsidiaries at December 31, 1996 and the related consolidated statements of operations and cash flows of Borrower and the Subsidiaries for the fiscal year ended as of such date, which have been examined by Coopers & Xxxxxxx L.L.P., independent certified public accountants, who delivered an unqualified opinion in respect thereof, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its the Subsidiaries for the six months ended June 30as of March 31, 2019 1997 and the related consolidated statements of income, shareholders’ equity operations and cash flowsflows for Borrower and the Subsidiaries for the three-month period then ended, copies of which have heretofore been delivered furnished to each of the LendersBank, present fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as entities at the dates of such dates said statements and the results of operations for such periods stated. (d) Since the date period covered thereby in accordance with GAAP, except to the extent provided in the notes to said financial statements and, in the case of the Audited Financial StatementsMarch 31, there has 1997 statements, subject to normal and recurring year-end audit adjustments and the exclusion of detailed footnotes. All such financial statements have been no event or circumstance, either individually or prepared in accordance with generally accepted accounting principles consistently applied except to the extent provided in the aggregatenotes to said financial statements. Nothing has occurred since December 31, 1995 that has had or could is reasonably be expected likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements and the notes thereto described in Section 6.10(b) or in ANNEX VII hereto, there were as of the 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, is reasonably likely to have a Material Adverse Effect.

Financial Condition; Financial Statements. (a) (i) The Audited Financial Statementsconsolidated balance sheet of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2004 and the related consolidated statements of income, shareholders’ equity and cash flows, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to each of the Lenders, and (ii) the unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries for the six months its fiscal quarter ended June September 30, 2019 2005 and the related consolidated statements of income, shareholders’ equity and cash flows, copies of which have been delivered to each of the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of the Parent Borrower and its Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated (subject, in the case of the aforementioned quarterly financial statements referred to in clause (ii)statement, to normal year-end audit adjustments and the absence of full footnote disclosure). (bii) The summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the fiscal year ended December 31, 2018 2004 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and for its Subsidiaries for the six months fiscal quarter ended June September 30, 2019 2005 and the related summary unaudited consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subject, in the case of the aforementioned quarterly financial statements, subject to normal yearend year-end audit adjustments and the absence of full footnote disclosure). (ciii) The summary unaudited financial information of Intermediate Holdings for the fiscal year ended December 31, 2004, copies of which have been delivered to each of the Lenders, and the summary unaudited financial information of Intermediate Holdings for its fiscal quarter ended September 30, 2005, copies of which have been delivered to each of the Lenders, fairly present in all material respects the consolidated financial position of Intermediate Holdings and its Subsidiaries as of such dates (subject to normal year-end audit adjustments and the absence of full footnote disclosure). (iv) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended December 31, 2018 2004 and for its fiscal quarter ended September 30, 2005 (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europeother than ARL), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (db) Since the date of the Audited Financial StatementsDecember 31, there 2004, nothing has been no event occurred which has had, or circumstancewould reasonably be expected to have, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Except (i) for the Loans and Letters of Credit, (ii) for letters of credit issued under the Long-Term LC Facility, (iii) for the Existing Senior Notes, (iv) as set forth in the unaudited consolidated balance sheet of the Parent Borrower for its fiscal quarter ended September 30, 2005, (v) for liabilities set forth on Schedule 4.10(c) and (vi) for liabilities incurred by the Parent Borrower and its Subsidiaries in the ordinary course of business, on the Restatement Effective Date there are no material liabilities of the Parent Borrower and its Subsidiaries. (d) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transactions, the Parent Borrower and each of its Subsidiaries is Solvent.

Financial Condition; Financial Statements. (a) On and as of the Effective 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 Holdings and its Subsidiaries in connection therewith, (x) the sum of the assets, at a fair valuation, of Holdings and its Subsidiaries taken as a whole will exceed its debts, (y) Holdings 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) Holdings and its Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct their respective business. (i) The Audited Financial Statementsconsolidated balance sheet of Holdings and its Subsidiaries at December 31, 1996 and the related consolidated statements of operations and cash flows of Holdings and its Subsidiaries for the fiscal year, as the case may be, ended as of said date, which have been examined by Arthur Andersen LLP, independent certified public accountants, wxx xxlxxxxxx xn unqualified opinion in respect therewith, and (ii) the unaudited consolidated balance sheet of the Parent Borrower Holdings and its Subsidiaries for the six months ended June as of September 30, 2019 and the related consolidated statements of income, shareholders’ equity and cash flows1997, copies of which have heretofore been delivered furnished to each of Bank, present fairly the Lenders, fairly present in all material respects, in each case in conformity with GAAP, consistently applied, the consolidated financial position of such entities at the Parent Borrower dates of said statements and its Subsidiaries as of such dates and their consolidated the results of operations and cash flows for such periods stated the period covered thereby in accordance with GAAP (subjector, in the case of the balance sheet, presents a good faith estimate of the consolidated financial statements referred to in clause (ii), to normal year-end audit adjustments and the absence condition of full footnote disclosure). (b) The summary unaudited consolidated balance sheet of ARL Holdings and its Subsidiaries for at the fiscal year ended December 31date thereof), 2018 and except to the related consolidated statement of income, copies of which have been delivered extent provided in the notes to each of the Lenders, and the summary unaudited consolidated balance sheet of ARL and its Subsidiaries for the six months ended June 30, 2019 and the related consolidated statement of income, copies of which have been delivered to each of the Lenders, fairly present in all material respects, the consolidated said financial position of ARL and its Subsidiaries as of such dates and their consolidated results of operations for such periods stated (subjectstatements and, in the case of the aforementioned quarterly September 30, 1997 statements, subject to normal and recurring year-end audit adjustment. All such financial statements (other than the aforesaid balance sheet) have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements, to normal yearend audit adjustments and the absence of full footnote disclosure). (c) The Statutory Statements of each Designated Subsidiary Borrower for (x) the fiscal year ended . Nothing has occurred since December 31, 2018 and (y) the six months ended Xxxx 00, 0000 (xxxxx xxxx XXX, XXXXX and Arch Europe), copies of which have been delivered to each of the Lenders, fairly present in all material respects the financial position of such Designated Subsidiary Borrower as of such dates and results of operations for such periods stated. (d) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, 1996 that has had or could is reasonably be expected likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements and the notes thereto described in Section 5.10(b), there were as of the Effective Date no liabilities or obligations with respect to Holdings, the Borrower or any of their respective Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, would be material to Holdings and its Subsidiaries taken as a whole, except as incurred subsequent to December 31, 1996 in the ordinary course of business consistent with past practices.