Common use of Financial Condition; No Material Adverse Change Clause in Contracts

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the Borrower’s consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years Fiscal Years ended December 31, 2013 2014 and December 31, 20142015, reported on audited by Deloitte & Touche and accompanied by an opinion of Xxxxx Xxxxxxxx LLP, independent public accountantsaccountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) as of and for each fiscal quarter the Fiscal Quarter and the portion of the Fiscal Year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)2016. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-normal year end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related the pro forma consolidated statement of income of the Borrower as of and for April 30, 2016, prepared giving effect to the Transactions as if the Transactions had occurred, in the case of such balance sheet, on such date and, in the case of such statement of income, on the first day of the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which such date. Such pro forma financial statements were delivered under Section 3.04(a), have been prepared after giving effect by the Borrower in good faith based on the same assumptions used to prepare the Transactions and pro forma financial statements included in the other transactions contemplated hereby Information Memorandum (which assumptions are believed by the Borrower on the Effective Date to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementsreasonable). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries any Restricted Subsidiary has, as of the Closing Effective Date, any material direct or contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or unrealized losses. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could would reasonably be expected to result in have, a Material Adverse EffectEffect since December 31, 2015.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the Company’s (i) consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years Fiscal Year ended December 31June 30, 2013 2012 and December 31, 2014each subsequent Fiscal Year of the Company ended at least 90 days prior to the Closing Date, reported on by Deloitte & Touche Ernst and Young LLP, independent public accountants, accountants and (ii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for each fiscal quarter Fiscal Quarter of the Company ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer Date (it being understood other than any Fiscal Quarter end that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing coincides with the Commission of the Borrower Registration Statement in connection with the Spin-Offa Fiscal Year end). Such To such Borrower’s knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The To the extent made available to the Borrower, the Borrower has heretofore furnished to the Administrative Agent Lenders Eagle’s (i) consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for the fiscal year ended December 31, 2012 and each subsequent fiscal year of Eagle ended at least 90 days prior to the Closing Date, reported on by KPMG, independent public accountants and (ii) unaudited consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for each fiscal quarter of Eagle ended at least 45 days prior to the Closing Date (other than any fiscal quarter end that coincides with a fiscal year end). To the Borrower’s knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Eagle and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) As of the Closing Date, the Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the 12-month period ending on the last day of the fiscal year most recently completed four-fiscal quarter period and any additional financial reports required for which financial statements were delivered under Section 3.04(a)the Form S-4, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementsstatement of income). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Administrative Agent its Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal years year ended December 31January 2, 2013 and December 31, 20142010, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (iiB) as of and for each the fiscal quarter quarters and the portions of the fiscal year ended subsequent to December 31April 3, 2014 2010 and at least 45 days prior to the Closing DateJuly 3, in each case 2010, certified by its chief financial officer officer, (it being understood that ii) the Borrower has furnished Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the foregoing referenced in clause fiscal year ended January 2, 2010, and (iB) to unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Administrative Agent by the filing with the Commission Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower Registration Statement in connection with for the Spintwelve-Off)month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iii)(B) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could reasonably be expected to result in have, a Material Adverse Effect, since January 2, 2010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of income, income stockholders equity and cash flows (iA) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, and (iiB) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date2014, in each case certified by its chief financial officer (it being understood that or the chief financial officer of the General Partner) (collectively, the “Borrower has furnished Financial Statements”), (ii) (A) an audited consolidated balance sheet of the foregoing referenced Frio Group and the Related Affiliates as of December 31, 2013 and December 31, 2012 and the related audited consolidated statements of income and cash flows for the fiscal years then ended, and (B) the Frio Group’s (together with certain of its Affiliates’) consolidated unaudited balance sheet as of March 31, 2014 and the related consolidated unaudited statement of income and cash flows for the three-month period then ended (collectively, the “Frio Financial Statements”), and (iii) the Borrower’s pro forma summary financial statements, Consolidated EBITDA and other operating data in clause (i) form and substance satisfactory to the Administrative Agent by Agent, in each case after giving effect to the filing Transactions as if they had occurred on such date in the case of any balance sheet and as of the beginning of all of the periods presented in the case of Consolidated EBITDA and other operating data (collectively, the “Pro Forma Financial Statements” and, together with the Commission of Borrower Financial Statements and the Borrower Registration Statement in connection with Frio Financial Statements, the Spin-Off“Financial Statements”). Such financial statements The Borrower Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. The Frio Financial Statements fairly present in all material respects the financial condition, subject results of operations and cash flows of the Frio Group and the Related Affiliates on a consolidated basis as of the respective dates thereof and for the periods therein referred to, all in accordance with GAAP consistently applied throughout the periods involved. The Frio Financial Statements have been prepared from and are in accordance with the accounting records of the Frio Group and the Related Affiliates (and such records are true, correct and accurately reflect in all material respects all transactions engaged in by the members of the Frio Group). Since January 1, 2012, except as set forth in the Frio Financial Statements, there has been no material change of the accounting (tax or otherwise) policies, practices or procedures of any member of the Frio Group. The Pro Forma Financial Statements have been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions were and are believed by the Borrower, on the date thereof and the Effective Date, to be reasonable in light of then current conditions and facts then known by the Borrower), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such periods, assuming that the Transactions have occurred at such dates and at the beginnings of such periods. The representations in this Section 7.04(a), as applicable, are subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals and the absence of footnotes in the case of the statements referred to in clause (ii) abovenotes. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142013, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (c) Neither the Borrower nor any Subsidiary has, on the date hereof after giving effect to the Transactions, any Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements and the Term Loans. (d) The projections regarding the financial performance of the Borrower and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be reasonable at the time such projections were provided (and on the Effective Date in the case of forecasts provided prior to the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any Subsidiary makes any representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Acquired Business (i) as of and for the fiscal years ended December 31, 2013 2001, December 31, 2000 and December 31, 20141999, reported on by Deloitte & Touche KPMG LLP, independent public accountants, without qualification and (ii) as of and for each the fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission portion of the Borrower Registration fiscal year ended June 30, 2002, reviewed by KPMG LLP, independent public accounts, as provided in Statement in connection with the Spin-Off)on Auditing Standards No. 71, without qualification. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Acquired Business as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, 2002 prepared after giving effect to the Transactions (other than the Phase II Equity Financing) as if such Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the other transactions contemplated hereby Borrower to be consummated reasonable), (ii) is based on the Closing Date best information available to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of such date, as if the Transactions and such other transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of Holdings, the Borrower or the its Subsidiaries has, as of the Closing Effective Date, any contingent liabilities that would liabilities, unusual long-term commitments or unrealized losses that, individually or in the aggregate, could reasonably be material excepted to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 20142001, there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had operations, prospects, assets, liabilities or could reasonably be expected to result in financial condition of the Acquired Business of Holdings, the Borrower and its Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Change. (a) The Borrower has Obligors have heretofore furnished to Agent and the Administrative Agent its Lenders the consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries and the related statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter Fiscal Quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has Obligors have furnished the foregoing referenced in clause (i) to Agent on the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-OffOriginal Closing Date). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has Obligors have heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries and related pro forma consolidated statement of income of the Parent Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter Fiscal Quarter period for which financial statements were delivered under Section 3.04(a9.1.4(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandumabove, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none neither the Parent Borrower nor any Subsidiary of the Parent Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Parent Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet the Micro Focus Historical Financial Statements and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Seattle Historical Financial Statements. Such financial statements Micro Focus Historical Financial Statements, present fairly, fairly in all material respects, respects the consolidated financial position and consolidated results of operations and consolidated cash flows of the Borrower Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance in all material respects with GAAPIFRS and subject to, subject to in the case of the unaudited financial statements, the absence of footnotes, changes resulting for year-end audit adjustments and any other adjustments disclosed therein (including the absence notes thereto), and the inclusion of footnotes explanatory notes. To the knowledge of the Borrower, such Seattle Historical Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations and combined cash flows of the Seattle Business as of such dates and for such periods in accordance in all material respects with GAAP, subject, in the case of the statements referred unaudited financial statements, to in clause changes resulting from year-end audit adjustments and to any other adjustments described therein (ii) aboveincluding the notes thereto), the absence of footnotes and the inclusion of explanatory notes. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could would reasonably be expected to have, a Material Adverse Effect after the earlier of the Acquisition Closing Date and the Applicable Acquisition Consummation Deadline. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Parent and its Subsidiaries or the Company and its subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation thereof, and that such restatements will not result in a Material Adverse EffectDefault or an Event of Default under the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Holdings’ consolidated balance sheet sheets and the related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2013, December 31, 2012 and December 31, 20142011, audited and reported on by Deloitte & Touche LLP, independent public accountantsaccountants (without a “going concern” or like qualification, exception or statement and without any qualification or exception as to the scope of such audit) and (ii) as of and for each the fiscal quarter quarters and portions of the fiscal year ended subsequent to December March 31, 2014, and June 30, 2014 (and at least 45 days comparable periods for the prior to the Closing Date, in each case fiscal year) certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission a Financial Officer of the Borrower Registration Statement in connection with the Spin-Off)Holdings. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a (i) Holdings’ pro forma consolidated condensed combined balance sheet as of June 30, 2014, and (ii) Holdings’ related pro forma consolidated statement condensed combined statements of income of the Borrower as of and operations for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, 2014, each prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (occurred, in the case of such balance sheet) or at the beginning of , on such period (date and, in the case of such income statements)statements of operations, on the first day of the twelve-month period ending on such date. Such pro forma financial statements have been prepared by the Borrower in good faith based on assumptions believed by Holdings and the Borrower on the date hereof to be reasonable. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could would reasonably be expected to result in have, a Material Adverse EffectEffect since December 31, 2013.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of incomefinancial condition of the US Borrower and its Subsidiaries as at October 31, stockholders 2015 and the related consolidated statements of operations, shareowner’s equity and cash flows (i) as of and for the such fiscal years year ended December 31, 2013 and December 31, 2014on such date, reported on by Deloitte & Touche LLPKPMG, independent public accountants, and (ii) as copies of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior which have heretofore been furnished to the Closing DateLenders, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefiscal year then ended. (b) The unaudited consolidated statements of financial condition of the US Borrower has and its Subsidiaries as at January 31, 2016 and the related unaudited consolidated statements of operations, shareowner’s equity and cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent a pro forma Lenders, present fairly, in all material respects, the consolidated balance sheet and related pro forma consolidated statement of income financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows for the 12three-month period ending on the last day of the most recently completed fourthen ended (subject to normal year-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementsend audit adjustments). (c) Except All the financial statements referred to in clauses (a) and (b) of this Section 5.04, including the related schedules and notes thereto, have been prepared in accordance with GAAP, applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (d) The US Borrower and its Subsidiaries do not have, at the date hereof, any material Guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives that are not reflected in the financial statements referred to above or the notes thereto or in this Section 5.04. (e) Since October 31, 2015, there has been no material adverse change in the Information Memorandumbusiness, except for the Disclosed Matters and except for liabilities arising as a result assets, property or financial condition of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the US Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders and the Administrative Agent copies of its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 312010, 2014, reported on audited by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) if available, as of and for each the fiscal quarter and the portions of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2011, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower [Intentionally omitted]. (c) Parent has heretofore furnished to the Lenders and the Administrative Agent a copies of its pro forma consolidated balance sheet and related as of December 31, 2010, prepared giving pro forma effect to the Financing Transactions as if the Financing Transactions had occurred on such date. Such pro forma consolidated statement balance sheet (i) has been prepared in good faith in accordance with GAAP, (ii) is based on assumptions believed to be reasonable, and (iii) presents fairly, in all material respects, the pro forma consolidated financial position of income of the Borrower Parent and its consolidated Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)December 31, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date 2010 (or in the case of event that the Effective Date occurs after March 31, 2011, such balance sheet) or at later date reasonably requested by the beginning of such period (in the case of such income statementsAdministrative Agent). (cd) Except as disclosed set forth in Schedule 3.10 or reflected in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.10(a), except for the Disclosed Matters and except for liabilities arising as a result neither Parent, Borrower nor any of the Transactions, after giving effect to the Transactions, none of the Borrower or the their Restricted Subsidiaries has, as of the Closing Date, has any contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or unrealized losses. (de) Since December 31, 20142010, there has been no event, material adverse change or occurrence that, individually or in the aggregateconsolidated financial condition, operations or business taken as a whole of Borrower and its consolidated Restricted Subsidiaries. Since the Effective Date, there has had been no material adverse change in the consolidated financial condition, operations or could reasonably be expected to result in business taken as a Material Adverse Effectwhole of Parent and its consolidated Restricted Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Administrative Agent Lenders (i) its audited consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20141998, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants, and (ii) as its unaudited consolidated statement of and income for each fiscal quarter the twelve month period ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date1999, in each case certified by its chief financial officer and (it being understood that iii) its unaudited consolidated balance sheet and statement of income as of and for the Borrower has furnished portion of the foregoing referenced in clause (i) fiscal year ended April 30, 1999 and as of and for each month ended after such date and prior to the Administrative Agent Effective Date for which monthly financial statements are available, certified by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP and the adjustments set forth in Schedule 2.3 to the Recapitalization Agreement, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Parent Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)April 30, 1999, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Parent Borrower to be reasonable), (ii) is based on the best information available to the Parent Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Parent Borrower and the consolidated Subsidiaries as of April 30, 1999 as if the Transactions had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of neither the Parent Borrower or the Subsidiaries nor any Subsidiary has, as of the Closing Effective Date, any material contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or unrealized losses. (d) Since December 31, 20141998, there nothing has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in occurred which would have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal years ended ending, and at, December 3125, 2013 1999, December 30, 2000 and December 3129, 2014, reported on by Deloitte & Touche LLP, independent public accountants2001, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief 2002. The financial officer (it being understood that the Borrower has furnished the foregoing referenced statements described in clause (i) to the Administrative Agent of this Section 3.04 (a) were reported on by Xxxxxx Xxxxxxxx for such fiscal years ending, and at, December 25, 1999 and December 30, 2000 and by PricewaterhouseCoopers LLP for such fiscal year ending, and at December 29, 2001, and in clause (ii) of this Section 3.04(a) were certified by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Borrower's chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance conformity with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveabove of this Section 3.04(a). The Borrower has heretofore also furnished to the Lenders its unaudited pro forma condensed consolidated statement of income, for its fiscal year ended December 29, 2001, and for its fiscal quarter ended March 30, 2002 and its unaudited pro forma condensed consolidated balance sheet at March 30, 2002. Such pro forma financial statements comply, in all material respects, with the requirements of Article XI of Regulation S-X of the SEC. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Lenders projections as of and for the 12-month period ending on the last day between fiscal year beginning 2002 and fiscal year ended 2007. Such projections were prepared by management of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to Borrower in good faith based on assumptions that the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred Executive Officers believe are reasonable as of such the date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)hereof. (c) Except as disclosed Since December 29, 2001, there has been no material adverse change in the business, assets, operations, prospects or financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none condition of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years year ended December 31April 26, 2013 and December 31, 20142013, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for each the fiscal quarter quarters ended subsequent to December 31July 26, 2014 2013, October 25, 2013 and at least 45 days prior to the Closing DateJanuary 24, in each case certified 2014, signed by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower Company has heretofore furnished to the Administrative Agent a pro forma Lenders (i) the Target’s consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower operations, shareholders’ equity and cash flows as of and for the 12-month period ending fiscal year ended September 27, 2013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) Target’s consolidated balance sheet and statements of operations and cash flows as of and for the last day fiscal quarters ended December 27, 2013 and March 28, 2014, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions Target and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its consolidated subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except As of the Effective Date, there has been no material adverse change in the business, assets, operations, or financial condition of the Company and its consolidated subsidiaries, taken as a whole, from those disclosed in the Company’s Form 10-K for the fiscal year ended April 26, 2013, other than as disclosed in the financial statements referred to above or the notes thereto Company’s quarterly reports on Form 10-Q for its fiscal quarters ending on July 26, 2013, October 25, 2013 and January 24, 2014 or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Transaction Agreement. (d) As of the Transactions, Closing Date (after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014), there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations, or could reasonably be expected to result in a Material Adverse Effectfinancial condition of Holdings and its consolidated subsidiaries since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Holdings’ consolidated balance sheet sheets and the related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2012, December 31, 2011 and December 31, 20142010, audited and reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountantsaccountants (without a “going concern” or like qualification, exception or statement and without any qualification or exception as to the scope of such audit other than with respect to the Borrower’s internal controls over financial reporting for which an opinion as to effectiveness is not required) and (ii) as of and for each the fiscal quarter quarters and portions of the fiscal year ended subsequent to December March 31, 2014 2013, and at least 45 days June 30, 2013 (and comparable periods for the prior to the Closing Date, in each case fiscal year) certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission a Financial Officer of the Borrower Registration Statement in connection with the Spin-Off)Holdings. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a (i) Holdings’ pro forma consolidated condensed combined balance sheet as of June 30, 2013, and (ii) Holdings’ related pro forma consolidated statement condensed combined statements of income of the Borrower as of and operations for the 12-month period ending on December 31, 2012 and for the last day of the most recently completed four6-fiscal quarter month period for which financial statements were delivered under Section 3.04(a)ending on June 30, 2013, each prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (occurred, in the case of such balance sheet) or at the beginning of , on such period (date and, in the case of such income statements)statements of operations, on January 1, 2012. Such pro forma financial statements have been prepared by the Borrower in good faith based on assumptions believed by Holdings and the Borrower on the date hereof to be reasonable. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could would reasonably be expected to result in have, a Material Adverse EffectEffect since December 31, 2012.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to 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 materially from the projected results. (b) ICD has heretofore furnished to the Administrative Agent its consolidated Lenders (i) audited combined balance sheet sheets of ICD as of each of the Fiscal Years ending in December 31, 2011 and December 31, 2012 and the notes thereto and the related combined statements of incomeoperations, stockholders shareholders’ equity and cash flows of ICD for the Fiscal Years then ended and (iii) unaudited combined balance sheets of ICD as of and for the fiscal years ended December Fiscal Quarter ending March 31, 2013 and December 31the related combined statements of operations, 2014shareholders’ equity and cash flows of ICD for the Fiscal Quarter then ended (subject to non-cash income adjustments related to derivative liability with respect to Capital Stock of ICD consisting of warrants, reported on tax liability and other items agreed to by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-OffAgent). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries ICD as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since December 31, 2012, there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31April 25, 2014, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for each the fiscal quarter ended subsequent to December 31July 25, 2014 and at least 45 days prior to the Closing Date2014, in each case certified signed by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma Lenders (i) the Target’s consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower operations, shareholders’ equity and cash flows as of and for the 12-month period ending fiscal year ended September 27, 2013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) Target’s consolidated balance sheet and statements of operations and cash flows as of and for the last day fiscal quarters ended December 27, 2013, March 28, 2014 and June 27, 2014, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions Target and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its consolidated subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except As of the Effective Date, there has been no material adverse change in the business, assets, operations, or financial condition of the Borrower and its consolidated subsidiaries, taken as a whole, from those disclosed in the Borrower’s Form 10-K for the fiscal year ended April 25, 2014, other than as disclosed in the financial statements referred to above or the notes thereto Borrower’s quarterly report on Form 10-Q for its fiscal quarter ended July 25, 2014 or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Transaction Agreement. (d) As of the Transactions, Closing Date (after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014), there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations, or could reasonably be expected to result in a Material Adverse Effectfinancial condition of Parent and its consolidated subsidiaries since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its (i) consolidated balance sheet sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008 and related statements of income, stockholders stockholders’ equity and cash flows (i) as of and the Borrower for the fiscal years ended at December 31, 2013 2010, December 31, 2009 and December 31, 20142008, reported on audited by Deloitte and accompanied by the opinion of Ernst & Touche Young LLP, independent registered public accountantsaccounting firm, and (ii) an unaudited consolidated balance sheet of the Borrower as at the end of, and related statements of income and for each cash flows of the Borrower for, the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 2011 (and at least 45 days comparable periods for the prior to the Closing Datefiscal year), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to changes from normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. The Borrower has also heretofore furnished to the Administrative Agent (A) consolidated balance sheets of the Company as at December 31, 2010, December 31, 2009 and December 31, 2008 and related statements of income, stockholders’ equity and cash flows of the Company for the fiscal years ended at December 31, 2010, December 31, 2009 and December 31, 2008, audited by and accompanied by the opinion of Ernst & Young LLP, independent registered public accounting firm, and (B) an unaudited consolidated balance sheet of the Company as at the end of, and related statements of income and cash flows of the Company for, the fiscal quarter and the portion of the fiscal year ended September 30, 2011 (and comparable periods for the prior fiscal year), certified by the chief financial officer of the Company. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (B) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet of the Borrower and the Subsidiaries as at the end of, and related pro forma consolidated statement statements of income of the Borrower as of for, the fiscal quarter and for the 12-month period ending on the last day portion of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)year ended September 30, 2011, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case may be (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) have been prepared by the Borrower in good faith, based on assumptions believed by the Borrower on the Effective Date to be reasonable, (ii) are believed by the Borrower to be based on the best information reasonably available to the Borrower as of the date of delivery thereof after due inquiry, (iii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of such income statements)date as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142010, there has been no eventevent or condition that has resulted, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result result, in a Material Adverse Effect (provided that, if the Closing Date occurs, the Lenders shall be deemed to have agreed that, during the period from and including December 31, 2010 to and including the Closing Date, there has been no event or condition that has resulted, or could reasonably be expected to result, in a Material Adverse Effect).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its (i) audited consolidated balance sheet as of December 31, 2000, and the related consolidated statements of income, stockholders equity income and cash flows (i) as of and flow for the fiscal years ended December 31, 2013 and December 31, 2014year then ended, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) its unaudited consolidated balance sheet as of September 30, 2001, and the related consolidated statements of income and cash flow for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)nine months then ended. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to in paragraph (a) above or the notes thereto or in the Information Memorandumthereto, and except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the TransactionsMatters, none of the Borrower or the Subsidiaries has, as of the Closing Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (c) Since September 30, 2001, there has been no material adverse change in the business, assets, operations, properties, financial condition contingent liabilities that would be material to or prospects of the Borrower or the Borrower and the its Subsidiaries, taken as a whole. (d) Since The Borrower has heretofore furnished to the Lenders or one or more of their Related Parties daily reports of Consolidated Backlog from October 11, 2001 through the Closing Date. Each such report as of its date was complete and accurate in all material respects. (e) Except as heretofore communicated to the Lenders or one or more of their Related Parties by the Borrower in writing or as otherwise reflected in the customer specific revenue and volume information communicated in writing to the Lenders or one or more of their Related Parties, since December 31, 20142000 none of the 20 largest customers of the Borrower and its Subsidiaries (as of December 31, there 2000 or September 30, 2001) has been no event, change or occurrence that, individually indicated orally or in writing its intention or desire to materially alter or discontinue, in whole or in material part, its relationship with the aggregate, has had or could reasonably be expected to result in a Material Adverse EffectBorrower and its Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31April 25, 2014, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for each the fiscal quarter ended subsequent to December 31July 25, 2014 and at least 45 days prior to the Closing Date2014, in each case certified signed by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma Lenders (i) the Target’s consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower operations, shareholders’ equity and cash flows as of and for the 12-month period ending fiscal year ended September 27, 2013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) Target’s consolidated balance sheet and statements of operations and cash flows as of and for the last day fiscal quarters ended December 27, 2013, March 28, 2014 and June 27, 2014, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions Target and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its consolidated subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except As of the Effective Date, there has been no material adverse change in the business, assets, operations, or financial condition of the Borrower and its consolidated subsidiaries, taken as a whole, from those disclosed in the Borrower’s Form 10-K for the fiscal year ended April 25, 2014, other than as disclosed in the financial statements referred to above or the notes thereto Borrower’s quarterly report on Form 10-Q for its fiscal quarter ended July 25, 2014, or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Transaction Agreement. (d) As of the Transactions, Closing Date (after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014), there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations, or could reasonably be expected to result in a Material Adverse Effectfinancial condition of Parent and its consolidated subsidiaries since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The audited consolidated Statement of Financial Position of the Borrower has heretofore furnished to the Administrative Agent and its consolidated balance sheet Subsidiaries as of December 31, 1995 and December 31, 1996 and the audited consolidated statements of operations, statements of shareholders' equity and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 1994 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants1995, and (ii) as of for the periods January 1, 1996 to October 16, 1996 and for each fiscal quarter ended subsequent October 17, 1996 to December 31, 2014 and at least 45 days prior to 1996, the Closing Date, in each case certified by its chief unaudited condensed consolidated statement of financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission position of the Borrower Registration Statement in connection with and its Subsidiaries at March 31, 1997 and the Spin-Off)related unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 1996 and 1997 certified by a Responsible Officer, have heretofore been furnished to each Lender. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited statements referred to above. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by Avis and its Subsidiaries of any material part of the business or property of Avis and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in clause (ii) aboverelation to the financial condition of Avis and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or that has not otherwise been disclosed in a writing to the Lenders on or prior to the Closing Date. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income financial position at December 31, 1996 of Avis and its consolidated Subsidiaries (the "Pro Forma Statement of Financial Position") certified by a Financial Officer of Avis, copies of which have heretofore been furnished to each Lender, is the pro forma statement of financial position of Avis and its Consolidated Subsidiaries adjusted to give effect (as if such events had occurred on December 31, 1996) to the Separation, the initial Extensions of Credit and the application of the Borrower as of proceeds thereof and for the 12-month period ending on the last day application of the most recently completed fourproceeds from the settlement of a net intercompany receivable from HFS and its affiliated companies. The Pro Forma Statement of Financial Position was prepared in accordance with Article 11 (Pro Forma Financial Information) of Regulation S-fiscal quarter period for which financial statements were delivered X under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)Securities Act. (c) Except as disclosed Since December 31, 1996 there has been no material adverse change in the business, assets, property, operations, prospects or condition, financial statements referred to above or the notes thereto or otherwise, of Avis and its Subsidiaries, taken as a whole from that reflected in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Pro Forma Statement of Financial Position. As of the TransactionsClosing Date, after giving effect to the consummation of the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholeis Solvent. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated audited balance sheet and related statements of incomeincome or operations, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142012, reported on by Deloitte & Touche LLP, independent public accountants, Xxxxx Xxxxxxxx LLP (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP consistently applied and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2013, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments adjustments, reclassifications and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142013, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect is disclosed in the Borrower’s consolidated audited balance sheet and related statements of income or operations, stockholders equity and cash flows for the fiscal year ended December 31, 2013. (c) On the date hereof, the Borrower has no material Debt (including Disqualified Capital Stock) or contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its audited consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (iincluding the notes thereto) of the Borrower as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as copies of and for which have heretofore been furnished to each fiscal quarter ended subsequent to Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2014 2013 and at least 45 days prior to the Closing Effective Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Borrower, as of such dates date and for such periods period, in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma unaudited consolidated balance sheet and related pro forma consolidated statement statements of income operations, stockholders equity and cash flows of the Borrower as of and for the 12three-month period ending on ended March 31, 2014, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)SEC by any Loan Party since December 31, prepared after giving effect 2013, and prior to the Transactions Effective Date or Revolving Loan Effective Date, as applicable, present fairly, in all material respects, the consolidated financial position and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions results of operations and such other transactions had occurred cash flows of Borrower, as of such date (and for such period, in accordance with GAAP, subject to normal year-end adjustments and the case absence of such balance sheet) or at the beginning of such period (in the case of such income statements)footnotes. (c) Except as disclosed by the Borrower (i) in writing to Time Warner Inc. or (ii) in any document filed with or furnished to the financial statements referred SEC, in each case prior to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result date of the TransactionsFramework Agreement, after giving effect to since December 31, 2013, through the Transactionsapplicable date of determination, none of the Borrower there have not been events, changes, circumstances or the Subsidiaries hasoccurrences that, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, when taken as a whole. (d) Since December 31, 2014, there has been no event, change have had a Material Adverse Effect during the applicable period taken as a whole or occurrence that, individually or in the aggregate, has had or could would reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders (i) the consolidated balance sheet and statements of income, stockholders equity and cash flows for the Contributors (iA) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142010, reported on by Deloitte & Touche PricewaterhouseCoopers, LLP, independent public accountants, and (iiB) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2011, in each case certified by its chief financial officer officer, and (it being understood that ii) the Borrower has furnished unaudited pro forma condensed balance sheet and statements of operations for Parent and its Subsidiaries (A) as of and for the foregoing referenced fiscal year ended December 31, 2010, and (B) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2011. Such financial statements referred to in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Contributors as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. Such financial statements referred to in clause (ii) present fairly, in all material respects, on a pro forma basis as reflected therein, the financial position and results of operations of the Parent and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December March 31, 20142011, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (c) No Loan Party has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet as of the end of the fiscal years ended December 31, 2004 and 2005 and consolidated statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2003, December 31, 2004 and December 31, 20142005, in each case reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and accountants for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveGAAP consistently applied. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma projected consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 31, 2006, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred on such date, and its pro forma projected consolidated statement of income for the twelve-month period ended as of such date (in date, prepared giving effect to the case Transactions as if the Transactions had occurred on the first day of such balance sheettwelve-month period. Such pro forma projected consolidated financial statements (i) or at have been prepared in good faith based on assumptions believed by the beginning of such period Borrower to be reasonable on the Effective Date and (in ii) are based on the case of such income statements)best information available to the Borrower after due inquiry. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Effective Date, any material direct or contingent liabilities or unusual long-term commitments. (d) With respect to any credit event following the Effective Date, no event, change or condition has occurred that would has had, or could reasonably be expected to have, a material to adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole. (d) Since , whether or not covered by insurance, since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Lenders (i) as of and unaudited Financial Statements for the Fortis I Entities for the fiscal years ended December 31quarter ending September 30, 2013 2018, (ii) unaudited Financial Statements for the Fortis II Entities for the fiscal quarter ending September 30, 2018, (iii) a pro forma statement of capitalization of the Borrower, after giving effect to the making of the initial Loans hereunder, the application of the proceeds thereof and December 31, 2014, reported to the Transactions contemplated to occur on by Deloitte & Touche LLP, independent public accountants, the Effective Date and (iv) financial projections for the Borrower and its Consolidated Restricted Subsidiaries dated as of the Effective Date. The financial statements in clauses (i) and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position condition and results of operations and cash flows of the Borrower Fortis I Entities and its the Fortis II Entities, respectively, in each case on a consolidated Subsidiaries basis as of such dates and for such periods covered thereby in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes footnotes. The statement of capitalization and financial projections described in clauses (iii) and (iv) present fairly, in all material respects, the case projected financial position and results of operations and cash flows of the statements referred Borrower and its Consolidated Restricted Subsidiaries as of such dates and for such periods, and such projections were prepared in good faith based upon assumptions believed by the Borrower to in clause (ii) abovebe reasonable at the time made available to the Lenders, it being understood that such projections are not to be viewed as facts and that actual results may vary materially from such projections and that the Borrower makes no representation that such projections will be realized. (b) The Borrower Since February 1, 2019, there has heretofore furnished been no event, development or circumstance that has had or could reasonably be expected to the Administrative Agent have a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)Material Adverse Effect. (c) Except as disclosed in Neither the financial statements referred to above or Borrower nor any Restricted Subsidiary has on the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactionsdate hereof, after giving effect to the Transactions, none of the Borrower any material Debt (including Disqualified Capital Stock) or the Subsidiaries has, as of the Closing Date, any contingent liabilities, material off-balance sheet liabilities that or partnerships, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that, in each case, would be material required by GAAP to be reflected in audited financial statements, except as referred to or reflected or provided for in written information provided by Borrower to Administrative Agent and the Lenders prior to the Borrower and the Subsidiaries, taken as a wholedate hereof. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Guarantor has heretofore furnished to the Administrative Agent (i) its consolidated Consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows (i) as of and for the fiscal years year ended December 31September 30, 2013 and December 31, 20142011, reported on by Deloitte & Touche LLP, independent public accountants, accountants and its (ii) as Consolidated balance sheet and statement of income for the quarters ended December 30, 2011 and for each fiscal quarter ended subsequent to December 31March 30, 2014 and at least 45 days prior to the Closing Date2012, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements statements, present fairly, in all material respects, the Consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Guarantor as of such dates date and for such periods period in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause subclause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated (i) the combined balance sheet and related pro forma consolidated statement combined statements of income operations, parent company equity and cash flows, in each case of the Borrower ADT Business, as of and for the 12-month period ending fiscal year ended September 30, 2011, reported on by Deloitte & Touche LLP, independent public accountants and (ii) the last day combined balance sheet and combined statement of operations, in each case of the most recently completed four-fiscal quarter period ADT Business, for which the six months ended March 30, 2012, certified by its chief financial statements were delivered under Section 3.04(a)officer. Such financial statements, prepared after giving effect to present fairly, in all material respects, the Transactions combined financial position and results of operations and cash flows of the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred ADT Business as of such date (and for such period in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in subclause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except as disclosed Since September 30, 2011, there has been no material adverse change in the consolidated financial statements referred to above condition, business or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none operations of the Borrower and its Subsidiaries or the Subsidiaries hasADT Business or the Guarantor and its Subsidiaries, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiariesin each case, taken as a whole. Each of the parties hereto acknowledges and agrees that (i) the financial statements, with respect to the ADT Business filed with the Form 10 shall satisfy the representation that the financial statements described above for the Borrower have been delivered to the Administrative Agent hereunder, and (ii) the financial statements with respect to the Guarantor filed with its corresponding reports on Form 10-Q or 10-K, as applicable, shall satisfy the representation that the financial statements described above for the Guarantor have been delivered to the Administrative Agent hereunder. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for each the fiscal quarter ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date(other than a statement of stockholders equity), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2013 and 2012, and for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed four-fiscal quarter period Borrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for which financial statements were delivered under Section 3.04(ainvestments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year‑end adjustments), prepared after giving effect to were in compliance with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on results of operations, changes in capital and surplus and cash flow of the Closing Date as if respective Regulated Insurance Companies covered thereby for the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above in Section 3.04(a), there are no liabilities of any Original Loan Party or the notes thereto of any of its Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholeMaterial Adverse Effect. (d) Since December March 31, 2014, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet as of the end of the fiscal years ended December 31, 2004 and 2005 and consolidated statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2003, December 31, 2004 and December 31, 20142005, in each case reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as of and accountants for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveGAAP consistently applied. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma projected consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 31, 2006, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred on such date, and its pro forma projected consolidated statement of income for the twelve-month period ended as of such date (in date, prepared giving effect to the case Transactions as if the Transactions had occurred on the first day of such balance sheettwelve-month period. Such pro forma projected consolidated financial statements (i) or at have been prepared in good faith based on assumptions believed by the beginning of such period Borrower to be reasonable on the Effective Date and (in ii) are based on the case of such income statements)best information available to the Borrower after due inquiry. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries hasSubsidiaries, as of the Closing Effective Date and as of the Restatement Effective Date, has any material direct or contingent liabilities or unusual long-term commitments. (d) With respect to any credit event following the Effective Date, no event, change or condition has occurred that would has had, or could reasonably be expected to have, a material to adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole. (d) Since , whether or not covered by insurance, since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lenders consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (iand, in the case of the Guarantor, of stockholders’ equity) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2007 (A) reported on by Deloitte & Touche KPMG LLP, an independent registered public accountantsaccounting firm, in respect of the financial statements of the Guarantor, and (iiB) certified by its chief financial officer, in respect of the financial statements of the Borrower. Each Credit Party has heretofore furnished to the Lenders consolidated balance sheets and statements of income and cash flows (and, in the case of the Guarantor, of stockholders’ equity) as of and for each fiscal quarter the six-month period ended subsequent to December October 31, 2014 and at least 45 days prior to the Closing Date, in each case 2007 certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. Except as set forth on Schedule 3.4(a), subject neither the Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to yearabove, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-end audit adjustments and the absence of footnotes term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements or in the notes thereto. During the period from April 30, 2007 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2007. (b) The Borrower Since October 31, 2007, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, property or condition (financial or otherwise) of the Borrower as of Guarantor and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its annual report on Form 10-K, which contains Borrower’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years Fiscal Year ended December 31, 2013 and December 31, 20142011, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) its quarterly report on Form 10-Q which contains Borrower’s consolidated financial statements as of and for each fiscal quarter the Fiscal Quarter ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2012, in each case certified by its chief financial officer officer, and (it being understood that iii) available financial information for the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)April and May 2012 calendar months. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (b) The No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since December 31, 2011. (c) Borrower has heretofore furnished delivered to the Administrative Agent a Lenders Borrower’s unaudited pro forma consolidated balance sheet and related statements of income and cash flows and pro forma consolidated statement of income of EBITDA, for the Borrower Fiscal Year ended December 31, 2011, and as of and for the 12-month period ending on the last day of the most recently completed four-fiscal four quarter period for which financial statements were delivered under Section 3.04(a)ended March 31, prepared 2012, in each case after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions they had occurred as of on such date (in the case of such the balance sheet) or at sheet and as of the beginning of such period (all periods presented in the case of such the statements of income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholecash flows. (d) Since On or prior to the Effective Date, Borrower has delivered to the Administrative Agent forecasts for the financial performance of Borrower and its Subsidiaries (x) on an annual basis through December 31, 2017 and (y) on a quarterly basis, through December 31, 2014. The forecasts of financial performance of Borrower and its subsidiaries furnished to the Lenders have been prepared in good faith by Borrower and based on assumptions believed by Borrower to reasonable when made, there has been no event, change it being understood by the Lenders however that forecasts as to future events are not historical facts and that the actual results during the period or occurrence that, individually or in periods covered by the aggregate, has had or could reasonably forecasts may differ from the forecasted results and that the differences may be expected to result in a Material Adverse Effectmaterial.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, and (iiB) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date2014, in each case certified by its chief financial officer (it being understood that or the chief financial officer of the General Partner) (collectively, the “Borrower has furnished Financial Statements”), (ii) (A) an audited consolidated balance sheet of the foregoing referenced Frio Group and the Related Affiliates as of December 31, 2013 and December 31, 2012 and the related audited consolidated statements of income and cash flows for the fiscal years then ended, and (B) the Frio Group’s (together with certain of its Affiliates’) consolidated unaudited balance sheet as of March 31, 2014 and the related consolidated unaudited statement of income and cash flows for the three-month period then ended (collectively, the “Frio Financial Statements”), and (iii) the Borrower’s pro forma summary financial statements, Consolidated EBITDA and other operating data in clause (i) form and substance satisfactory to the Administrative Agent by Agent, in each case after giving effect to the filing Transactions as if they had occurred on such date in the case of any balance sheet and as of the beginning of all of the periods presented in the case of Consolidated EBITDA and other operating data (collectively, the “Pro Forma Financial Statements” and, together with the Commission of Borrower Financial Statements and the Borrower Registration Statement in connection with Frio Financial Statements, the Spin-Off“Financial Statements”). Such financial statements The Borrower Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. The Frio Financial Statements fairly present in all material respects the financial condition, subject results of operations and cash flows of the Frio Group and the Related Affiliates on a consolidated basis as of the respective dates thereof and for the periods therein referred to, all in accordance with GAAP consistently applied throughout the periods involved. The Frio Financial Statements have been prepared from and are in accordance with the accounting records of the Frio Group and the Related Affiliates (and such records are true, correct and accurately reflect in all material respects all transactions engaged in by the members of the Frio Group). Since January 1, 2012, except as set forth in the Frio Financial Statements, there has been no material change of the accounting (tax or otherwise) policies, practices or procedures of any member of the Frio Group. The Pro Forma Financial Statements have been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions were and are believed by the Borrower, on the date thereof and the Closing Date, to be reasonable in light of then current conditions and facts then known by the Borrower), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such periods, assuming that the Transactions have occurred at such dates and at the beginnings of such periods. The representations in this Section 7.04(a), as applicable, are subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals and the absence of footnotes in the case of the statements referred to in clause (ii) abovenotes. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142013, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (c) Neither the Borrower nor any Subsidiary has, on the date hereof after giving effect to the Transactions, any Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements and under the Revolving Credit Facility. (d) The projections regarding the financial performance of the Borrower and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be reasonable at the time such projections were provided (and on the Closing Date in the case of forecasts provided prior to the Closing Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any Subsidiary makes any representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows (i) as of and for the fiscal years year ended December 31April 26, 2013 and December 31, 20142013, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for each the fiscal quarter quarters ended subsequent to December 31July 26, 2014 2013, October 25, 2013 and at least 45 days prior to the Closing DateJanuary 24, in each case certified 2014, signed by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma Lenders (i) the Target’s consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower operations, shareholders’ equity and cash flows as of and for the 12-month period ending fiscal year ended September 27, 2013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) Target’s consolidated balance sheet and statements of operations and cash flows as of and for the last day fiscal quarters ended December 27, 2013 and March 28, 2014, signed by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions Target and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its consolidated subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except As of the Effective Date, there has been no material adverse change in the business, assets, operations, or financial condition of the Borrower and its consolidated subsidiaries, taken as a whole, from those disclosed in the Borrower’s Form 10-K for the fiscal year ended April 26, 2013, other than as disclosed in the financial statements referred to above or the notes thereto Borrower’s quarterly reports on Form 10-Q for its fiscal quarters ending on July 26, 2013, October 25, 2013 and January 24, 2014 or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Transaction Agreement. (d) As of the Transactions, Closing Date (after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014), there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations, or could reasonably be expected to result in a Material Adverse Effectfinancial condition of Holdings and its consolidated subsidiaries since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and consolidated statements of incomeoperations, stockholders equity equities and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142000, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date2001, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and the Restricted Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, 2001, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Restricted Subsidiaries as of June 30, 2001 as if the Transactions had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of the Borrower or the its Restricted Subsidiaries has, as of the Closing Effective Date, any material contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or significant unrealized losses. (d) Since December 31, 20142000, there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had operations, assets, properties, liabilities or could reasonably be expected to result in condition, financial or otherwise, of the Borrower and the Restricted Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years Fiscal Year ended December 31January 2, 2013 and December 31, 20141999, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the Fiscal Year ended subsequent to December 31September 11, 2014 and at least 45 days prior to the Closing Date1999, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Financial Officer. Such financial statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma Lenders the consolidated balance sheet and related pro forma consolidated statement statements of income income, stockholders equity and cash flows of the Borrower Target and its subsidiaries (i) as of and for the 12-month period ending Fiscal Year ended January 2, 1999, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the last day fiscal quarter and the portion of the most recently completed four-fiscal quarter period for which Fiscal Year ended July 3, 1999, certified by a Financial Officer of the Borrower. Such financial statements were delivered under Section 3.04(a)present fairly, prepared after giving effect to in all material respects, the Transactions financial condition and results of operations and cash flows of the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions Target and such other transactions had occurred its consolidated subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except as disclosed Since June 19, 1999, there has been no Material Adverse Change in the business, assets, operations, prospects or condition, financial statements referred to above or the notes thereto or in the Information Memorandumotherwise, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and otherwise expressly noted therein; (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to fairly present the Closing Date, in each case certified by its chief consolidated financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission condition of the Borrower Registration Statement in connection with and Xxxxx Xxxxx, as applicable, as of the Spin-Off). Such financial statements present fairly, in all material respects, the financial position date thereof and their respective Consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and cash flows (iii) show all material Indebtedness and other liabilities of the Borrower and its consolidated Consolidated Subsidiaries and Xxxxx Xxxxx and its Consolidated subsidiaries, as applicable, as of such dates and for such periods in accordance with the date thereof to the extent required by GAAP, subject including liabilities for taxes, material commitments and Indebtedness to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveextent required by GAAP. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except for the absence of notes and normal year-end adjustments and except as otherwise expressly noted therein, (ii) fairly present the consolidated financial condition of the Borrower has and Xxxxx Xxxxx, as applicable, as of the date thereof and their respective Consolidated results of operations for the period covered thereby, except as expressly noted therein, and subject, in the case of clauses (i) and (ii), to year-end audit adjustments, and (iii) show all material Indebtedness and other liabilities of the Borrower and its Consolidated subsidiaries and Xxxxx Xxxxx and its Consolidated subsidiaries, as applicable, as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP. (c) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Agents, have been prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date (as if the Transactions and such other transactions events had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in periods, as the case of such income statements). (cmay be) Except as disclosed to the Transactions. The Pro Forma Financial Statements have been prepared in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result compliance with Regulation S-X of the TransactionsSecurities Act of 1933, as amended, and in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof and the Closing Date, and present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries (after giving effect to the Transactions, none ) as at the dates and for the periods set forth therein assuming that the Transactions had actually occurred at such date or at the beginning of the Borrower or the Subsidiaries has, periods covered thereby as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholedescribed in such Pro Forma Financial Statements. (d) Since December 31September 30, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142010, reported on by Deloitte & Touche UHY LLP, independent public accountants, and (ii) as of and for each the fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission portion of the Borrower Registration Statement in connection with the Spin-Off)fiscal year ended September 30, 2011. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements. (b) Since December 31, 2010, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. (d) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related as of the Effective Date after giving pro forma consolidated statement effect to the transactions contemplated by the Securities Purchase Agreement and the repayment of income the Existing Credit Agreement and the Second Lien Term Loan. Such pro forma balance sheet presents fairly, in all material respects, the pro forma balance sheet of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its Consolidated Subsidiaries as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)accordance with GAAP. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 2020, audited by and December 31, 2014, reported on accompanied by the opinion of Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of income, stockholder’s equity and cash flows as of the end of and for the fiscal quarter ended March 31, 2021 and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial statements represent fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis as of such date and for such period in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)footnotes. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since There has not occurred since December 31, 20142020, there has been no any event, change occurrence, change, state of circumstances or occurrence thatcondition which, individually or in the aggregate, aggregate has had or could would reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal years ended ending, and at December 3129, 2013 2001 and December 3128, 2014, reported on by Deloitte & Touche LLP, independent public accountants2002, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31March 29, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief 2003. The financial officer (it being understood that the Borrower has furnished the foregoing referenced statements described in clause (i) to of this Section 3.04 (a) were reported on by PricewaterhouseCoopers LLP for the Administrative Agent fiscal years ending, and at, December 29, 2001 and December 28 2002, and in clause (ii) of this Section 3.04(a) were certified by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Borrower's chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance conformity with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveabove of this Section 3.04(a). The Borrower has heretofore also furnished to the Lenders its unaudited pro forma condensed consolidated statement of income, for its fiscal year ended December 28, 2002, and for its fiscal quarter ended March 29, 2003 and its unaudited pro forma condensed consolidated balance sheet at March 29, 2003. Such pro forma financial statements comply, in all material respects, with the requirements of Article XI of Regulation S-X of the SEC. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Lenders projections as of and for the 12-month period ending on the last day between fiscal year beginning 2003 and fiscal year ended 2007. Such projections were prepared by management of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to Borrower in good faith based on assumptions that the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred Executive Officers believe are reasonable as of such the date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)hereof. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 3128, 20142002, there has been no eventchange, change occurrence or occurrence that, individually or in the aggregate, development that has had or could reasonably be expected to result in have a Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished or caused to be furnished to the Administrative Agent its Lenders (i) the Borrower’s audited consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 2013, (ii) the Borrower’s unaudited consolidated balance sheet and December 31statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, reported including a schedule giving pro forma effect to the Celero Acquisition and the other Transactions on the Effective Date, and (iii) Celero’s unaudited consolidated balance sheet and statements of income and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, in the case of the foregoing clauses (i) and (ii), certified by Deloitte & Touche LLP, independent public accountants, the chief financial officer of the Borrower. Such financial statements referred to in the foregoing clauses (i) and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations income and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements. (b) The Borrower No Material Adverse Effect has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)occurred since December 31, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)2013. (c) Except as disclosed in Neither the financial statements referred to above or Parent nor any Restricted Subsidiary has on the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactionsdate hereof, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Dateany material Debt (including Disqualified Capital Stock), any material liabilities for past due taxes, or any material contingent liabilities, off-balance sheet liabilities that or partnership liabilities that, in each case, would be material required by GAAP to be reflected or noted in audited financial statements except as referred to or reflected or provided for in the Financial Statements, in Schedule 9.02, or in other written information provided by any Credit Party to Administrative Agent and the Lenders prior to the Borrower and the Subsidiaries, taken as a wholedate hereof. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lenders consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (iand, in the case of the Guarantor, of stockholders' equity) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2005 (A) reported on by Deloitte & Touche KPMG LLP, an independent registered public accountantsaccounting firm, in respect of the financial statements of the Guarantor, and (iiB) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced officer, in clause (i) to the Administrative Agent by the filing with the Commission respect of the Borrower Registration Statement in connection with financial statements of the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Except as set forth on Schedule 3.4(a), subject neither the Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to yearabove, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-end audit adjustments and the absence of footnotes term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements or in the notes thereto. During the period from April 30, 2005 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2005. (b) The Borrower Since April 30, 2005, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, property or condition (financial or otherwise) of the Borrower as of Guarantor and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (or made available by filing with the SEC prior to the Effective Date) its consolidated balance sheet and related consolidated statements of income, stockholders equity and cash flows (i) as of and for the fiscal years Fiscal Year ended December 31, 2013 and December 31, 20142017, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) as of and for each fiscal quarter the Fiscal Quarter and the portion of the Fiscal Year ended subsequent to December March 31, 2014 2018 and at least 45 days prior to the Closing DateJune 30, in each case 2018 (other than a statement of stockholders equity), certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject with respect to year-end audit adjustments and the relevant quarterly statements, to the absence of footnotes in the case of the statements referred and to in clause (ii) abovenormal year-end adjustments. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2017 and 2016, for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed four-fiscal quarter period Borrower. The Historical Statutory Statements (including the provisions made therein for which financial statements were delivered under Section 3.04(ainvestments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto), prepared after giving effect to were in compliance, in all material respects, with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions results of operations, changes in capital and such other transactions had occurred as surplus and cash flow of such date (in respective Regulated Insurance Companies covered thereby for the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.04(a), except for the Disclosed Matters and except for there are no liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the of any of its Subsidiaries hasof any kind, as of the Closing Datewhether accrued, any contingent liabilities that would contingent, absolute, determined, determinable or otherwise, which could reasonably be material expected to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 20142017, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and otherwise expressly noted therein; (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to fairly present the Closing Date, in each case certified by its chief consolidated financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission condition of the Borrower Registration Statement in connection with and Xxxxx Xxxxx, as applicable, as of the Spin-Off). Such financial statements present fairly, in all material respects, the financial position date thereof and their respective Consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and cash flows (iii) show all material Indebtedness and other liabilities of the Borrower and its consolidated Consolidated Subsidiaries and Xxxxx Xxxxx and its Consolidated subsidiaries, as applicable, as of such dates and for such periods in accordance with the date thereof to the extent required by GAAP, subject including liabilities for taxes, material commitments and Indebtedness to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveextent required by GAAP. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except for the absence of notes and normal year-end adjustments and except as otherwise expressly noted therein, (ii) fairly present the consolidated financial condition of the Borrower has and Xxxxx Xxxxx, as applicable, as of the date thereof and their respective Consolidated results of operations for the period covered thereby, except as expressly noted therein, and subject, in the case of clauses (i) and (ii), to year-end audit adjustments, and (iii) show all material Indebtedness and other liabilities of the Borrower and its Consolidated subsidiaries and Xxxxx Xxxxx and its Consolidated subsidiaries, as applicable, as of the date thereof to the extent required by GAAP, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP. (c) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Agent, have been prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date (as if the Transactions and such other transactions events had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in periods, as the case of such income statements). (cmay be) Except as disclosed to the Transactions. The Pro Forma Financial Statements have been prepared in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result compliance with Regulation S-X of the TransactionsSecurities Act of 1933, as amended, and in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof and the Closing Date, and present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries (after giving effect to the Transactions, none ) as at the dates and for the periods set forth therein assuming that the Transactions had actually occurred at such date or at the beginning of the Borrower or the Subsidiaries has, periods covered thereby as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholedescribed in such Pro Forma Financial Statements. (d) Since December 31September 30, 20142015, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) Holdings has heretofore furnished to the Lenders its consolidated balance sheet as of December 31, 1999, and consolidated statement of operations and comprehensive income for the period from August 4, 1999, to December 31, 1999, reported on by PricewaterhouseCoopers LLP, independent public accountants. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of Holdings, the Borrower and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP. (b) Holdings has heretofore furnished to the Lenders a pro forma combined balance sheet and pro forma combined income statement as of and for the pro forma fiscal year ended December 31, 1999, after giving effect to the Acquisition Transactions. Such pro forma consolidated financial statements (i) have been prepared in good faith based on the same assumptions used to prepare the pro forma financial summary included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) are based on the best information available to Holdings and the Borrower after due inquiry, (iii) accurately reflect in all material respects all adjustments necessary to give effect to the Acquisition Transactions and (iv) present fairly, in all material respects, the pro forma consolidated financial position and results of operations and cash flows of Holdings, the Borrower and the Subsidiaries as of such date and for such period, as if the Acquisition Transactions had occurred on such date or at the beginning of such period, as applicable. (c) The Borrower has heretofore furnished to the Administrative Agent its the consolidated balance sheet and financial statements of income, stockholders equity Cherry Semiconductor and cash flows (i) its subsidiaries as of and for the fiscal years year ended December 31February 28, 2013 and December 31, 20141999, reported on by Deloitte & Touche Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Cherry Semiconductor and its consolidated Subsidiaries subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (cd) Except as disclosed in the financial statements referred to in paragraphs (a), (b) and (c) above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Acquisition Transactions, none of Holdings, the Borrower or the Subsidiaries has, as of the Closing DateApril 3, 2000, any material contingent liabilities that would be liabilities, unusual long-term commitments or unrealized losses. (e) Since December 31, 1999, there has been no material to adverse change in the business, assets, operations, properties, financial condition or prospects of Holdings, the Borrower and the its Subsidiaries, taken as a whole. (df) Since December 31February 28, 20141999, there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations, properties, financial condition or could reasonably be expected to result in prospects of Cherry Semiconductor and its subsidiaries, taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Change. (a) As of their respective dates, each of the SEC Reports and each registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission after the date hereof and before the Closing Date (collectively, the "Subsequent Reports") (i) was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (iii) did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Borrower Company has heretofore furnished to the Administrative Agent Investor its unaudited consolidated balance sheet as of September 30, 2001 and the related consolidated statements of income, stockholders equity income and cash flows flow for the nine months then ended. Each of (ix) the Company's unaudited consolidated balance sheet as of and for the fiscal years ended December 31September 30, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, 2001 and (iiy) the consolidated balance sheets (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports fairly presents, or will fairly present, as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairlymay be, in all material respects, the consolidated financial position of the entities to which it applies as of the date thereof, and each of (i) the Company's unaudited consolidated statements of income and cash flow for the nine months ended September 30, 2001 and (ii) the consolidated statements of income (or statements of results of operations operations), stockholders' equity and cash flows (including the related notes and schedules) included in or incorporated by reference into the SEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the Borrower and its entities to which it applies (on a consolidated Subsidiaries basis) for the periods or as of such dates and for such periods the dates, as the case may be, set forth therein, in each case in accordance with GAAP, subject to year-end audit adjustments and GAAP applied on a consistent basis throughout the absence of footnotes periods covered (except as stated therein or in the case notes thereto) and in compliance with the rules and regulations of the statements referred to in clause (ii) aboveCommission. (b) The Borrower Except as set forth in Section 3.04(b) of the Disclosure Schedule, none of the Company or its Subsidiaries has heretofore furnished any material liabilities or obligations of any nature (whether accrued, absolute, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) required by GAAP to be set forth on the Administrative Agent a pro forma Balance Sheet (as defined below) of the Company except as reflected or reserved against on the unaudited consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Company at June 30, 2001 as of and for set forth in the 12-month period ending on SEC Reports (the last day "Balance Sheet") or in the notes thereto. Except as set forth in Section 3.04(b) of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Disclosure Schedule, prepared after giving effect to since June 30, 2001, the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date Company has not incurred any liabilities or obligations except such as if the Transactions and such other transactions had occurred as of such date (would not, individually or in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)aggregate, have a Material Adverse Effect. (c) Except as disclosed Since September 30, 2001, there has been no material adverse change in the business, assets, operations, properties, financial statements referred to above condition, contingent liabilities or prospects of the Company or the notes thereto or in the Information Memorandum, except for the Disclosed Matters Company and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since Except as heretofore communicated to the Investor, its Affiliates or their respective directors, officers, employees, agents or advisors by the Company in writing or as otherwise reflected in the customer specific revenue and volume information communicated in writing to the Investor, its Affiliates or their respective directors, officers, employees, agents or advisors, since December 31, 20142000, none of the 20 largest customers of the Company and its Subsidiaries (as of December 31, 2000 or September 30, 2001) has indicated orally or in writing its intention or desire to materially alter or discontinue, in whole or in material part, its relationship with the Company and its Subsidiaries. (e) Since September 30, 2001, other than the amalgamation of MEMC Partecipazioni S.r.l. with and into the Italian Subsidiary, there has not been no eventany issuance or sale, change or occurrence thatany direct or indirect purchase, individually redemption or other acquisition of any shares of the Company's or any Subsidiary's Equity Interests or any Derivative Securities by the Company or any of its Subsidiaries, other than pursuant to or as contemplated by this Agreement or the Option Plan. (f) The Company has heretofore furnished to the Investor, its Affiliates or their respective directors, officers, employees, agents or advisors daily reports of Consolidated Backlog from October 11, 2001 through the Closing Date. Each such report as of its date was complete and accurate in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effectall material respects.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date(other than a statement of stockholders equity), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2013 and 2012, and for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed fourBorrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-fiscal quarter period for which financial statements were delivered under Section 3.04(aend adjustments), prepared after giving effect to were in compliance with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on results of operations, changes in capital and surplus and cash flow of the Closing Date as if respective Regulated Insurance Companies covered thereby for the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.04(a), except for the Disclosed Matters and except for there are no liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the of any of its Subsidiaries hasof any kind, as of the Closing Datewhether accrued, any contingent liabilities that would contingent, absolute, determined, determinable or otherwise, which could reasonably be material expected to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 20142013, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its (A) the consolidated balance sheet and statements of income, stockholders equity and cash flows of Staples (i) as of and for the fiscal years ended February 2, 2013, February 1, 2014 and January 31, 2015, reported on by Ernst & Young LLP, a registered public accounting firm, and (ii) as of and for the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of Staples ended after the last fiscal year for which financial statements have been provided pursuant to clause (A)(i) above and ended at least 45 days before the Closing Date, certified by Staples’ chief financial officer and (B) the Target’s consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 3129, 2012, December 28, 2013 and December 3127, 2014, reported on by Deloitte & Touche LLP, independent a registered public accountantsaccounting firm, and (ii) as of and for each the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of the Target ended subsequent after the last fiscal year for which financial statements have been provided pursuant to December 31, 2014 clause (B)(i) above and ended at least 45 days prior to before the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of of, with respect to the Borrower financial statements referred to in clause (A) above, Staples and its consolidated Subsidiaries and, with respect to the financial statements referred to in clause (B) above, the Target and its consolidated Subsidiaries, in each case as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (iiA)(ii) and (B)(ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Staples and its consolidated Subsidiaries as of of, and for the 12twelve-month period ending on on, the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(apursuant to Sections 3.04(a)(A)(i) and 3.04(a)(B)(i), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements) which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (A) have been prepared in good faith by Staples based upon (i) the assumptions stated therein (which assumptions are believed by it on the date of delivery thereof and on the Closing Date to be reasonable), (ii) accounting principles consistent with the financial statements delivered pursuant to Sections 3.04(a)(A)(i) and 3.04(a)(B)(i), and (B) present fairly in all material respects the pro forma consolidated financial position and results of operations of Staples as of such date and for such periods, assuming that the Transactions had occurred at such dates. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no No event, change or occurrence thatcondition has occurred that has had, individually or in the aggregate, has had or could reasonably be expected to result in have, a Material Adverse Effect, since January 31, 2015.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders (i) the audited consolidated balance sheet of the Borrower and statements of income, stockholders equity and cash flows (i) its Consolidated Subsidiaries as of and for the fiscal years year ended December 31, 2013 and December 31, 20142020, reported on by Deloitte & Touche LLP, independent public accountantsand the audited statements of operations, stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of and for the fiscal year ended December 31, 2020, reported on by Gxxxx Xxxxxxxx LLP and (ii) the unaudited condensed consolidated balance sheets and related statements of operations and comprehensive income (loss) and stockholders’ equity and cash flows of the Borrower and its Consolidated Subsidiaries as of and for each fiscal quarter ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date, 2021. The financial statements described in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements and clause (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower Since December 31, 2020, there has heretofore furnished to the Administrative Agent been no event, development or circumstance that has had a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)Material Adverse Effect. (c) Except as disclosed in listed on Schedule 7.04(c) or as permitted under Section 9.02, no Credit Party has on the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, date hereof after giving effect to the Transactions, none of the Borrower any Material Indebtedness or the Subsidiaries hasany off-balance sheet liabilities, as of the Closing Dateliabilities for past due taxes, or any contingent liabilities that would be material to the Borrower and the Subsidiariesunusual forward or long-term commitments which are, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had material to the Credit Parties taken as a whole or could reasonably material with respect to the Borrower’s consolidated financial condition, required under GAAP to be expected shown but are not shown in the Borrower’s latest audited consolidated financial statements referred to result in a Material Adverse EffectSection 7.04(a)(i).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the consolidated balance sheet sheets and statements of income, stockholders stockholders' equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal years year ended December 31, 2013 and December 312002, 2014, which are reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2003, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. Neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any Guarantee, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest-rate or foreign- currency swap or exchange transaction, which, in any case, is material to the Borrower and its Consolidated Subsidiaries, taken as a whole, and which is not reflected in the foregoing statements or in the notes thereto. Other than as explicitly disclosed in the Disclosure Documents, during the period from December 31, 2002 to and including the Effective Date there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any part of its business or property, and no purchase or other acquisition of any business or property (including any capital stock of any other Person), which, in either case, is material in relation to the consolidated financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole at December 31, 2002. (b) The Borrower has heretofore furnished Except to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement extent that any specific change explicitly disclosed in the Disclosure Documents may be so considered, since December 31, 2002 there has been no material adverse change in the financial condition, results of income operations, business or prospects of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Consolidated Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Each of Parent and the Borrowers has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet sheets and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20141997, reported on by Deloitte Coopers & Touche LLPXxxxxxx L.L.P., independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date1998, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower each of Parent and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower Parent has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 31, 1998, prepared after giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma estimated consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Parent and the other transactions contemplated hereby U.S. Borrower to be consummated on reasonable) and (ii) presents fairly, in all material respects, the pro forma financial position of Parent and its consolidated subsidiaries as of the Closing Date as if the Transactions and such other transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of Parent, the Borrower Borrowers or the Subsidiaries has, as of the Closing Date, any material contingent liabilities that would be liabilities, unusual long-term commitments or unrealized losses. (d) Since December 31, 1997, there has been no material to adverse change in the Borrower business, assets, operations, properties or financial condition or, as of the Closing Date only, prospects of Parent, the Borrowers and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its and the Lenders (i) the audited consolidated balance sheet and financial statements of incomethe Borrower, stockholders equity Zynga, and their respective Subsidiaries consisting of balance sheets as of and for March 31, 2022 and March 31, 2021 (in the case of the Borrower) and December 31, 2021 and December 31, 2020 (in the case of Zynga) and the related statements of income and cash flows for such fiscal years, in each case, prepared in accordance with GAAP (icollectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated financial statements of Zynga and its subsidiaries consisting of balance sheets as of and for the fiscal years quarter ended December March 31, 2013 2022 (the last date of the last such applicable fiscal year or fiscal quarter, the “Financial Statements Date”) and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, the related statements of income and (ii) as cash flows for the portion of and for each the fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Dateyear then ended, in each case certified by its chief financial officer case, prepared in accordance with GAAP in all material respects or except as set forth therein (it being understood that the Borrower has furnished “Unaudited Financial Statements”); provided that, for the avoidance of doubt, the foregoing referenced in clause (i) to representation is deemed satisfied as of the Administrative Agent date hereof by the prior public filing with the Commission SEC of the Audited Financial Statements and the Unaudited Financial Statements by the Borrower Registration Statement in connection with the Spin-Off)and Zynga, as applicable. Such financial statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries (other than Zynga and its consolidated Subsidiaries) and Zynga and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income for the Borrower prepared as of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Financial Statements Date, prepared after giving so as to give effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date Combination as if the Transactions and such other transactions Combination had occurred as of such date (in the case of such balance sheet) or at the beginning of such period, as applicable (which need not be prepared in compliance with Regulations S-X of the Securities Act of 1933, as amended (the “Pro Forma Financial Statements”)), copies of which have heretofore been furnished to the Administrative Agent and the Lenders; provided that, for the avoidance of doubt, the foregoing representation is deemed satisfied as of the date hereof by the prior public filing with the SEC of the Pro Forma Financial Statements by the Borrower. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its Subsidiaries as at the Financial Statements Date disclosed therein and their estimated results of operations for the period (in the case of such income statements)covered thereby. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December March 31, 20142022, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its audited consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (iincluding the notes thereto) of Borrower as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as copies of and for which have heretofore been furnished to each fiscal quarter ended subsequent to Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2014 2013 and at least 45 days prior to the Closing Restatement Effective Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Borrower, as of such dates date and for such periods period, in accordance with GAAP. (b) The unaudited consolidated balance sheet and statements of operations, stockholders equity and cash flows of Borrower as of and for the three-month period ended March 31, 2014, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2013, and prior to the Effective Date or Revolving Loan Effective Date, as applicable, present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Borrower, as of such date and for such period, in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)footnotes. (c) Except as disclosed by Borrower (i) in the financial statements referred writing to above Time Warner Inc. or the notes thereto (ii) in any document filed with or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect furnished to the TransactionsSEC, none of in each case prior to the Borrower or the Subsidiaries has, as of the Closing Restatement Effective Date, any contingent liabilities that would be material to since December 31, 2013, through the Borrower and the Subsidiariesapplicable date of determination, there have not been events, changes, circumstances or occurrences that, when taken as a whole. (d) Since December 31, 2014, there has been no event, change have had a Material Adverse Effect during the applicable period taken as a whole or occurrence that, individually or in the aggregate, has had or could would reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20141997, reported on by Deloitte & Touche Arthur Andersen LLP, independent public accountants, and (ii) as of and for each xx xx axx xxx xhe fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date1998, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders GSX's consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 1997, reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 1998, certified by the chief financial officer of GSX. To the knowledge of the Borrower, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of GSX and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, 1998, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of on such date date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the case of such balance sheetInformation Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) or at is based on the beginning of such period best information available to the Borrower after due inquiry and (in iii) appropriately reflects all adjustments necessary to give effect to the case of such income statements)Transactions. (cd) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters Matters, based on the facts and except for liabilities arising as a result circumstances in existence on the Effective Date and taking into consideration the likelihood of the Transactionsany realization with respect to contingent liabilities, after giving effect to the Transactions, none of the Borrower or the its Subsidiaries has, as of the Closing Effective Date, any material contingent liabilities liabilities, unusual long-term commitments or unrealized losses; provided that would be material the foregoing representation, insofar as it relates to GSX and its Subsidiaries, is made only to the Borrower and best of the Subsidiaries, taken as a wholeBorrower's knowledge. (de) Since December 31, 20141997, there has been no event, change development or occurrence that, individually or in the aggregate, event that has had or could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the consolidated balance sheet and the related statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2002 and December 31, 20142003, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date2004, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma Lenders the consolidated balance sheet and related pro forma consolidated statement of income sheets of the Borrower Dynamic Target and its subsidiaries and the related statements of income, stockholders’ equity and cash flows (i) as of and for the 12-month period ending fiscal years ended December 31, 2002 and December 31, 2003 reported on by Xxxxxxxxx Xxxxx Xxxxxxx LLP, independent public accountants, and (ii) as of and for the last day fiscal year ended December 31, 2004. Such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions Dynamic Target and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its subsidiaries as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheetthe statements referred to in clause (ii) or at the beginning of such period (in the case of such income statements)above. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after After giving effect to the Transactionsconsummation of the Dynamic Acquisition, none the Loans to be made on the Effective Date and the fees and expenses incurred in connection with the Dynamic Acquisition, the Borrower has heretofore furnished to the Lenders the pro forma condensed consolidated balance sheets of the Borrower or and the Subsidiaries hasand the related statements of income, as of and for the Closing Datefiscal year ended December 31, any contingent liabilities that would be 2004, which consolidated financial statements present fairly, in all material to respects, the financial condition and results of operations of the Borrower and the Subsidiaries as of such date and for such period in accordance with GAAP. (d) Since December 31, 2003, there has been no material adverse change in the business, results of operations, properties or financial condition of the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lenders consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (iand, in the case of the Guarantor, of stockholders' equity) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2018 (A) reported on by Deloitte & Touche LLP, an independent registered public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Dateaccounting firm, in each case respect of the financial statements of the Guarantor, or (B) certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced officer, in clause (i) to the Administrative Agent by the filing with the Commission respect of the Borrower Registration Statement in connection with financial statements of the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Except as set forth on Schedule 3.04(a), subject to year-end audit adjustments and neither the absence Guarantor nor any of footnotes its consolidated Subsidiaries had, as of April 30, 2018, any material Guarantee Obligation, contingent liability or liability for taxes, or any long‑term lease or unusual forward or long‑term commitment, including any interest rate or foreign currency swap or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements, in the notes thereto or the risk factors set forth in the Guarantor's annual report on Form 10-K for the fiscal year ended April 30, 2018. During the period from April 30, 2018 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2018. (b) The Borrower Since April 30, 2018, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets or financial condition of the Borrower as of Guarantor and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (ix) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142003, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (iiy) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 2004, reviewed by KPMG LLP, (ii) the consolidated balance sheet and at least 45 days prior to statements of income, stockholders equity and cash flows of each Target (x) as of and for the Closing Date2001, in each case 2002 and 2003 fiscal years, reported on by KPMG LLP, independent public accountants and (y) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2004, certified by its chief financial officer and (it being understood that iii) the Borrower has furnished consolidated balance sheet and statements of income, stockholders equity and cash flows of each GP as of and for the foregoing referenced in clause (i) to fiscal quarter and the Administrative Agent by the filing with the Commission portion of the Borrower Registration Statement in connection with the Spin-Off)fiscal year ended June 30, 2004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) unaudited quarterly financial statements. The Borrower has heretofore furnished to the Administrative Agent a Lenders the unaudited, pro forma consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower income, stockholders equity and cash flows as of and for the 12six-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)ended June 30, prepared after giving 2004 adjusted to give effect to the Transactions Mergers, this Agreement, and the other transactions contemplated hereby to be consummated on by Section 6.01(h), certified by its chief financial officer as presenting fairly, in all material respects, the Closing Date as if consolidated pro forma financial position and results of operations and cash flows of the Transactions Borrower and such other transactions had occurred its Consolidated Subsidiaries as of such date (and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheet) or at the beginning of such period (in the case of such income unaudited quarterly financial statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (db) Since December 31, 20142003, (i) there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse EffectEffect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and each Lender its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142003, reported on by Deloitte Hein & Touche LLPAssociates L.L.P., independent indepexxxxt public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2004, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveunaudited quarterly financial statements. (b) Since December 31, 2003, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Consolidated Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. (d) The Borrower has heretofore furnished to the Administrative Agent a pro forma and each Lender (i) projected consolidated monthly income statements, together with selected consolidated balance sheet data and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)cash flow data, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material with respect to the Borrower and its Subsidiaries for the Subsidiariesperiod from April 1, taken 2004, through March 30, 2005, and (ii) projected consolidated annual income statements, together with selected balance sheet data and cash flow data, with respect to the Borrower and its Subsidiaries for the fiscal years ending in 2004 through 2006, which projected consolidated financial statements and data shall be updated from time to time pursuant to Section 8.01(m) and shall be prepared using the format used to prepare such projected financial statements and data. Such projections, as so updated, are believed by the Borrower at the time furnished to be reasonable, have been prepared on a wholereasonable basis and in good faith by the Borrower, and have been based on assumptions believed by the Borrower to be reasonable at the time made and upon the best information then reasonably available to the Borrower, and the Borrower is not aware of any facts or information that would lead it to believe that such projections, as so updated, are incorrect or misleading in any material respect. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2018 and December 31, 20142019, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2020, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandumthereto, and except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31September 30, 20142020, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Administrative Agent Lenders its consolidated combined balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20141998, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date1999, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries and related companies as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower Company has heretofore furnished to the Administrative Agent a Lenders (i) its unaudited pro forma combined balance sheet of the Company as of December 31, 1998, reflecting all pro forma adjustments as if the Effective Date Transactions and the Post-Effective Date Acquisition Transactions had been consummated on such date and its unaudited consolidated balance sheet and related pro forma statement of income, stockholders' equity and cash flows of the Company for each fiscal quarter ending after such date (and, to the extent available, for each month preceding the Effective Date and ending after the last such fiscal quarter), (ii) its audited consolidated balance sheet and related statement of income, stockholders' equity and cash flows for the Company for the three fiscal years most recently ended, (iii) its audited balance sheet and related statement of income for the businesses that are part of the Borrower as of and Acquired Assets for the 12-month period ending on fiscal year ended December 31, 1998, (iv) its unaudited consolidated balance sheet and related statement of income for the last day Acquired Businesses for the fiscal year ended December 31, 1997 and (v) projections (including income statements, balance sheet and cash flow projections of the most recently completed fourCompany and its consolidated Subsidiaries for fiscal years 1999-fiscal quarter period for which financial statements were delivered under Section 3.04(a2007), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of each of clauses (i) through (v), included in the Confidential Information Memorandum. Such pro forma combined balance sheet and all other financial statements referred to above shall be consistent in all material respects with the forecasts and other information previously provided to the Lenders. All such balance sheet) or pro forma financial data have been prepared in good faith by the Company, based on assumptions believed by the management of the Company to be reasonable at the beginning time made, and present fairly on a pro forma basis the estimated financial position and operations of the Company and Subsidiaries as of December 31, 1998, assuming that the Effective Date Transactions and the Post-Effective Date Acquisition Transactions had actually occurred on such period (date. Such projections have been prepared in good faith by the case Company, based on assumptions believed by the management of such income statements)the Company to be reasonable at the time made. (c) Except as disclosed Since December 31, 1998, there has been no material adverse change in the business, assets, operations or condition, financial statements referred to above or the notes thereto or in the Information Memorandumotherwise, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower Company and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Revolving Borrower has heretofore has, prior to the Effective Date and the Acquisition Closing Date, respectively, furnished to the Administrative Agent its Lenders the Company’s (or, as applicable, the Company’s and Elan Corporation Limited’s) (i) consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year of the Company ended June 30, 2011 (or the fiscal years year ended December 31, 2013 2011 of Elan Corporation Limited) and December 31each subsequent Fiscal Year or fiscal year ended at least 90 days prior to the Effective Date or the Acquisition Closing Date, 2014respectively, reported on by Deloitte & Touche Ernst and Young LLP, independent public accountantsaccountants (or as applicable, KPMG) and (ii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for each fiscal quarter subsequent Fiscal Quarter of the Company ended subsequent to December 31, 2014 and at least 45 days prior to the Effective Date or the Acquisition Closing Date, in each case certified by its chief financial officer respectively (it being understood other than any Fiscal Quarter end that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing coincides with the Commission of the Borrower Registration Statement in connection with the Spin-Offa Fiscal Year end). Such To the Company and the Revolving Borrower’s knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Revolving Borrower has, prior to the Effective Date and the Acquisition Closing Date, respectively, furnished to the Lenders Omega’s (i) consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for the fiscal year ended December 31, 2011 and each subsequent fiscal year of Omega ended at least 90 days prior to the Effective Date or the Acquisition Closing Date, respectively, reported on by PricewaterhouseCooper, independent public accountants and (ii) unaudited consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for each fiscal quarter of Omega ended at least 45 days prior to the Effective Date (other than any fiscal quarter end that coincides with a fiscal year end). To the Company and the Revolving Borrower’s knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Omega and its consolidated Subsidiaries as of such dates and for such periods in accordance with IFRS, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) As of the Effective Date, the Revolving Borrower has heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Company and its Subsidiaries as of and for the 12-month period ending on the last day of the Fiscal Year most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)ended, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementsstatement of income). (cd) Except as disclosed Since June 28, 2014, there has been no material adverse change in the business, assets, operations, prospects or condition, financial statements referred to above or the notes thereto or in the Information Memorandumotherwise, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower Company and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such the financial plan and forecast may differ materially from the projected results. (b) ICD has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Lenders (i) audited combined balance sheets of ICD as of each of the Fiscal Years ending in December 31, 2012 and for the fiscal years ended December 31, 2013 and December 31the notes thereto and the related combined statements of operations, 2014, reported on by Deloitte & Touche LLP, independent public accountants, shareholders’ equity and cash flows of ICD for the Fiscal Years then ended and (ii) unaudited combined balance sheets of ICD as of and for each fiscal quarter ended subsequent to December 31the Fiscal Quarter ending June 30, 2014 and at least 45 days prior the related combined statements of operations, shareholders’ equity and cash flows of ICD for the Fiscal Quarter then ended (subject to the Closing Datenon-cash income adjustments related to derivative liability with respect to Capital Stock of ICD consisting of warrants, in each case certified tax liability and other items agreed to by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-OffAgent). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries ICD as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since December 31, 2013 there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. On the date of this Agreement and on each Closing Date (both immediately before and after giving effect to the respective Borrowing and the consummation of the respective portion of the Acquisition on such Closing Date): (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its audited consolidated balance sheet and statements of incomeearnings, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142004, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Consolidated Subsidiaries, as of such dates the date thereof and for such periods fiscal year, in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income each of the Borrower Lenders the annual Statutory Statement of the Company as of at and for the 12-month period ending on year ended December 31, 2004, as filed with the last day Applicable Insurance Regulatory Authority. Such Statutory Statement presents fairly, in all material respects, the financial position and results of operations of the most recently completed four-fiscal quarter period Company, as of the date thereof and for which financial statements were such year, in accordance with SAP. The Borrower has heretofore delivered under Section 3.04(a), prepared after giving effect to each of the Lenders to the Transactions annual Statutory Statement of each of TIC and TLAC as at and for the other transactions contemplated hereby to be consummated on year ended December 31, 2004, as filed with the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)Applicable Insurance Regulatory Authority. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142004, there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, or could reasonably be expected condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole from that set forth in the respective financial statements referred to result in a Material Adverse EffectSections 4.04(a) and 4.04(b).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its audited consolidated balance sheet and related statements of income, stockholders stockholders’ equity and cash flows (i) as of the Borrower and its Consolidated Subsidiaries for the fiscal years year ended December 31, 2013 2020 and December 31, 2014, reported on the most recent financial statements delivered by Deloitte & Touche LLP, independent public accountants, and the Borrower pursuant to Section 5.01(a) or (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Dateb), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements case, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements delivered pursuant to Section 5.01(a). Neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any Guarantee, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which, in clause any case, is material to the Borrower and its Consolidated Subsidiaries, taken as a whole, and which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 2020 to and including the Effective Date there has been no sale, transfer or other disposition by the Borrower or any 104486778_2104486778_9 of its Consolidated Subsidiaries of any part of its business or property, and no purchase or other acquisition of any business or property (ii) aboveincluding any Capital Stock of any other Person), which, in either case, is material in relation to the consolidated financial condition of the Borrower and its Consolidated Subsidiaries taken as a whole at December 31, 2020. (b) The Borrower has heretofore furnished Except to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement extent that any specific change is explicitly disclosed in the Disclosure Documents, since December 31, 2020, there has been no material adverse change in the financial condition, results of income operations, business or prospects of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Consolidated Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has Loan Parties have heretofore furnished to the Administrative Agent its Lenders (i)(A) the consolidated balance sheet sheets and related statements of incomeearnings, stockholders shareholders’ equity and cash flows (i) of the Company and its consolidated Subsidiaries as of and for the fiscal years ended December 31July 25, 2013 2009, and December 31July 26, 20142008, reported on each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, accountants and (iiB) the unaudited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of and for each the fiscal quarter ended subsequent to December July 25, 2009, and (ii)(A) the consolidated balance sheets and related statements of operations and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal years ended January 31, 2014 2009, and at least 45 days prior to the Closing DateFebruary 2, in 2008, each case certified audited by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent and accompanied by the filing with unqualified opinion of Deloitte & Touche LLP (in the Commission case of fiscal year ending January 31, 2009) and PricewaterhouseCoopers LLP (in the case of fiscal year ending February 2, 2008) and (B) the unaudited consolidated balance sheet and related statements of operations and cash flows of the Borrower Registration Statement in connection with Acquired Company and its consolidated subsidiaries as of and for the Spin-Off)fiscal quarter ended August 1, 2009. Such financial statements (in the case of any financial statements relating to the Acquired Company and its Subsidiaries, solely to the Company’s best knowledge) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries or the Acquired Company and its consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (iii)(B) and (ii)(B) above. (b) The Borrower has Loan Parties have heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement statements of income income, cash flows and profit and loss of the Borrower Company as of and for the 12-month period ending on the last day of the most recently completed four-four fiscal quarter period for which financial statements were delivered under Section 3.04(a)quarters ended July 25, 2009, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of on such date (date, in the case of such balance sheet, and at the beginning of such period, in the case of such statements of income, cash flows and profit and loss. Such pro forma consolidated balance sheet and pro forma statements of income, cash flows and profit and loss (i) have been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the period of four fiscal quarters ended July 25, 2009, as if the Transactions had occurred on such date or at the beginning of such period (in period, as the case of such income statements).may be. 66 (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Materials and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of the Borrower Loan Parties or the Subsidiaries their subsidiaries has, as of the Closing Effective Date, any material contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or unrealized losses. (d) Since December July 25, 2009 (with respect to any matter that relates to the Borrower or its Subsidiaries), or January 31, 20142009 (with respect to any matter that relates to the Acquired Company or its subsidiaries), there has been occurred no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse EffectChange.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower and its subsidiaries (i) as of and for the fiscal years ended December 31, 2013 2007, December 31, 2008 and December 31, 20142009, reported on by Deloitte & Touche KPMG LLP, independent registered public accountants, without qualification and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2010, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. As of the Closing Date, none of the Borrower or its subsidiaries has any material Guarantee, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. (b) The Borrower has heretofore furnished to the Administrative Agent a unaudited pro forma consolidated balance sheet of the Borrower and related pro forma its consolidated statement Subsidiaries as at September 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of income of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the Transactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and for presents fairly on a pro forma basis the 12-month period ending on estimated financial position of Borrower and its consolidated Subsidiaries as at September 30, 2010, assuming that the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (events specified in the case of preceding sentence had actually occurred at such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactionsthereto, after giving effect to the Transactions, none of Holdings, the Borrower or the its Subsidiaries has, as of the Closing Date, any contingent liabilities that or unusual long-term commitments that, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. (d) Since December 31, 2009, there has been no material to adverse change in the business, operations or financial condition of Holdings, the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower HF Foods has heretofore furnished to the Administrative Agent its Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the HF Group (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142018, reported on by Deloitte & Touche Xxxxxxxx LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2019, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower HF Group as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) B&R has heretofore furnished to the Administrative Agent the consolidated balance sheet and statements of income, stockholders equity and cash flows of the B&R Group (i) as of and for the fiscal year ended December 31, 2018, reported on by Xxxxxxxx LLP, (ii) as of and for the fiscal quarter ended September 30, 2019, certified by its Financial Officer and (iii) as of and for the fiscal month ended November 30, 2019, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the B&R Group and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. . (bc) The Borrower B&R Realty has heretofore furnished to the Administrative Agent a pro forma its consolidated and consolidating balance sheet and related pro forma consolidated statement statements of income of the Borrower income, members' equity and cash flows (i) as of and for the 12-fiscal year ended December 31, 2018, certified by its Financial Officer and (ii) as of and for the nine fiscal month period ending on the last day of the most recently completed four-fiscal quarter period for which ended September 30, 2019, certified by its Financial Officer. Such financial statements were delivered under Section 3.04(a)present fairly, prepared after giving effect to in all material respects, the Transactions financial position and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions results of operations and such other transactions had occurred cash flows of B&R Realty and its consolidated Subsidiaries as of such date (dates and for such periods in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandumaccordance with GAAP, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect subject to the Transactions, none absence of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholefootnotes. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lenders consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (iand, in the case of the Guarantor, of stockholders' equity) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2017 (A) reported on by Deloitte & Touche LLP, an independent registered public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Dateaccounting firm, in each case respect of the financial statements of the Guarantor, or (B) certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced officer, in clause (i) to the Administrative Agent by the filing with the Commission respect of the Borrower Registration Statement in connection with financial statements of the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Except as set forth on Schedule 3.04(a), subject to year-end audit adjustments and neither the absence Guarantor nor any of footnotes its consolidated Subsidiaries had, as of April 30, 2017, any material Guarantee Obligation, contingent liability or liability for taxes, or any long‑term lease or unusual forward or long‑term commitment, including any interest rate or foreign currency swap or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements, in the notes thereto or the risk factors set forth in the Guarantor's annual report on Form 10-K for the fiscal year ended April 30, 2017. During the period from April 30, 2017 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2017. (b) The Borrower Since April 30, 2017, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets or financial condition of the Borrower as of Guarantor and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Administrative Agent its Lenders (i) (x) the audited consolidated balance sheet sheets of the Company and its subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (i) as of the Company and its subsidiaries on a consolidated basis for the fiscal years periods ended December 31, 2012, December 31, 2013 and December 31, 2014, reported on audited by Deloitte & Touche and accompanied by the opinion of Pricewaterhouse Coopers LLP, independent registered public accountantsaccounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of the Company and its subsidiaries for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 (the financial statements set forth in this clause (a)(i)(x) and (y), the “Company Required Financials”) and (ii) as (x) the audited consolidated balance sheets of EZ Chip and its subsidiaries and related statements of income, changes in equity and cash flows of EZ Chip and its subsidiaries for each fiscal quarter the periods ended subsequent to December 31, 2014 2012, December 31, 2013 and at least 45 days prior to December 31, 2014, audited by and accompanied by the Closing Dateopinion of Xxxx Xxxxx Xxxxxx & Kasierer, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in each case certified by equity and cash flows of the EZ Chip and its chief subsidiaries for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 (the financial officer (it being understood that the Borrower has furnished the foregoing referenced statements set forth in this clause (ia)(ii)(x) to and (y), the Administrative Agent by the filing “EZ Chip Required Financials”, and together with the Commission of Company Required Financials, the Borrower Registration Statement in connection with the Spin-Off“Required Financials”). Such financial statements The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries subsidiaries and EZ Chip and its subsidiaries, respectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and and, in respect of the absence EZ Chip Required Financials, subject to the knowledge of footnotes the Company based on the representations in the case of the statements referred to in clause (ii) aboveAcquisition Agreement. (b) The Borrower has heretofore Except as disclosed by the Company in reports filed with or furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect SEC prior to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if (it being understood the Transactions preceding shall not apply to disclosure set forth in risk factors, forward looking statements and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementssimilar prospective statements contained therein). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since since December 31, 2014, 2014 there has been no eventevent or condition that has resulted, change or occurrence that, individually or in the aggregate, has had or could would reasonably be expected to result result, in a Material Adverse Effect. (c) As of the balance sheet date of the most recent financial statements referred to in this Section 3.04, none of the Company or any of its Subsidiaries has any Guarantee obligations, contingent liabilities, or any long-term leases or unusual forward or long-term commitments (including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives), in each case that is material to the Company and its subsidiaries on a consolidated basis, that are not reflected in the most recent financial statements referred to in this Section 3.04, as required by GAAP.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such the financial plan and forecast may differ materially from the projected results. (b) ICD has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Lenders (i) audited combined balance sheets of ICD as of each of the Fiscal Years ending in December 31, 2012 and for the fiscal years ended December 31, 2013 and December 31the notes thereto and the related combined statements of operations, 2014, reported on by Deloitte & Touche LLP, independent public accountants, shareholders’ equity and cash flows of ICD for the Fiscal Years then ended and (ii) unaudited combined balance sheets of ICD as of and for each fiscal quarter ended subsequent to December 31the Fiscal Quarter ending June 30, 2014 and at least 45 days prior the related combined statements of operations, shareholders’ equity and cash flows of ICD for the Fiscal Quarter then ended (subject to the Closing Datenon-cash income adjustments related to derivative liability with respect to Capital Stock of ICD consisting of warrants, in each case certified tax liability and other items agreed to by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-OffAgent). Such financial statements present fairly, in all material respects, the financial position and results of Exhibit A to FirstFourth Amendment #37466145 operations and cash flows of the Borrower and its consolidated Subsidiaries ICD as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since December 31, 2013 there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (ix) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142003, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, accountants and (iiy) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 2004, reviewed by KPMG LLP, (ii) the consolidated balance sheet and at least 45 days prior to statements of income, stockholders equity and cash flows of each Target (x) as of and for the Closing Date2001, in each case 2002 and 2003 fiscal years, reported on by KPMG LLP, independent public accountants and (y) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2004, certified by its chief financial officer and (it being understood that iii) the Borrower has furnished consolidated balance sheet and statements of income, stockholders equity and cash flows of each GP as of and for the foregoing referenced in clause (i) to fiscal quarter and the Administrative Agent by the filing with the Commission portion of the Borrower Registration Statement in connection with the Spin-Off)fiscal year ended June 30, 2004, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) unaudited quarterly financial statements. The Borrower has heretofore furnished to the Administrative Agent a Lenders the unaudited, pro forma consolidated balance sheet and related pro forma consolidated statement statements of income of the Borrower income, stockholders equity and cash flows as of and for the 12six-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)ended June 30, prepared after giving 2004 adjusted to give effect to the Transactions Mergers, this Agreement, and the other transactions contemplated hereby to be consummated on by Section 6.01(h), certified by its chief financial officer as presenting fairly, in all material respects, the Closing Date as if consolidated pro forma financial position and results of operations and cash flows of the Transactions Borrower and such other transactions had occurred its Consolidated Subsidiaries as of such date (and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheet) or at the beginning of such period (in the case of such income unaudited quarterly financial statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (db) Since December 31, 20142003, (i) there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse EffectEffect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has Company, the Borrower, and their consolidated Subsidiaries have heretofore furnished to the Administrative Agent its Lenders their consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142009, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2010, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company, the Borrower and its their consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. (b) The Borrower Since September 30, 2010, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations or condition, financial or otherwise, of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Company, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (dc) Since December 31The pro forma covenant compliance certificate described in Section 4.1(j), 2014a copy of which has heretofore been furnished to each Lender, there has been no eventprepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, change or occurrence that(ii) the repayment of Indebtedness under the credit facility described in Section 4.1(m) and (iii) the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the best information available to the Borrower as of the date of delivery thereof, individually or and presents fairly on a pro forma basis the estimated financial covenant compliance of Borrower and its consolidated Subsidiaries as at the Closing Date, assuming that the events specified in the aggregate, has preceding sentence had or could reasonably be expected to result in a Material Adverse Effectactually occurred at such date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished or, as applicable will furnish, to the Administrative Agent its Lenders (i) the unaudited, consolidated balance sheet and statements statement of incomeoperations, stockholders stockholder's equity and cash flows of the Borrower and its Subsidiaries for fiscal quarters ending June 1999 and September 1999; (iii) the unaudited, consolidated pro forma balance sheets, statement of operations, stockholder's equity and cash flows of the Borrower and its Subsidiaries and the Acquisition Targets as of and for the fiscal years ended periods ending December 31, 2013 1998 and December 31, 20141999, reported on by Deloitte & Touche LLP(iii) upon acquisition of the Xxxxx Companies, independent public accountants, audited financial statements (including balance sheet and statement of operations) for the Xxxxx Companies (iirepresenting eighty-five percent (85%) as of and the operations of the Xxxxx Companies) for each fiscal quarter ended subsequent to the twelve-month period ending December 31, 2014 1998; and at least 45 days prior (iv) upon acquisition of the Allega Companies, audited financial statements (including balance sheet and statement of operations) for the Allega Companies (representing sixty-five percent (65%) of the operations of the Allega Companies) for the twelve-month period ending December 31, 1998. Effective upon the respective acquisition, such audited financial statements to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission knowledge of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Allega Companies and the Xxxxx Companies, respectively, as of such dates and for such periods stated in such financial statements in accordance with GAAP. Such pro forma financial statements fairly present the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such period in accordance with GAAP, subject to the assumptions made by the Borrower in its reasonable judgment. Such unaudited financial statements fairly present the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence exclusion of footnotes in the case of the statements referred to in clause (ii) abovedetailed footnotes. (b) The Borrower Since September 30, 1999, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations or condition, financial or otherwise, of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (dc) Since December 31Neither USC LP, 2014Inc. nor Xxxxx Investment Corporation, there has been no eventInc. owns or will own any assets other than a 99% limited partnership interest in USC Management Co., change or occurrence thatL.P. and Xxxxx Concrete Enterprises, individually or in the aggregateLtd., has had or could reasonably be expected to result in a Material Adverse Effectrespectively.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Administrative Agent and the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter Fiscal Quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished Borrowers may furnish the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has Borrowers have heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a9.1.4(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandumabove, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the no Borrower or the Subsidiaries any Subsidiary of a Borrower has, as of the Closing Date, any contingent liabilities that would be material to the Borrower Borrowers and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has Company, the Borrower, and their consolidated Subsidiaries have heretofore furnished to the Administrative Agent its Lenders their consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142011, reported on by Deloitte & Touche LLP, independent public accountants, certified as true and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, correct in each case certified all material respects by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) and subject to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Offall footnotes therein). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company, the Borrower and its their consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. No Group Member has any material Guarantee obligations, subject to yearmaterial contingent liabilities and material liabilities for taxes, or any long-end audit adjustments and the absence term space leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of footnotes derivatives, that are not reflected in the case of the most recent financial statements referred to in clause (ii) abovethis paragraph. (b) The Borrower Since December 31, 2011, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations or condition, financial or otherwise, of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)Company, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (dc) Since December 31The pro forma covenant compliance certificate described in Section 6.1(a)(ix), 2014a copy of which has heretofore been furnished to each Lender, there has been no eventprepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Agreement Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the information then known to the Borrower as of the date of delivery thereof, change or occurrence thatand presents fairly on a pro forma basis the estimated financial covenant compliance of Borrower and its consolidated Subsidiaries as at the Agreement Date, individually or assuming that the events specified in the aggregate, has preceding sentence had or could reasonably be expected to result in a Material Adverse Effectactually occurred at such date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its audited consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (iincluding the notes thereto) of the Borrower as of and for the fiscal years year ended December 31, 2013 and December 31, 20142013, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as copies of and for which have heretofore been furnished to each fiscal quarter ended subsequent to Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2014 2013 and at least 45 days prior to the Closing Effective Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Borrower, as of such dates date and for such periods period, in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished To the extent available prior to the Administrative Agent a pro forma Borrowing Effective Date, the unaudited consolidated balance sheet and related pro forma consolidated statement statements of income operations, stockholders equity and cash flows of the Borrower as of and for the 12three-month period ending on ended March 31, 2014, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)SEC by any Loan Party since December 31, prepared after giving effect 2013, and prior to the Transactions Borrowing Effective Date, present fairly, in all material respects, the consolidated financial position and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions results of operations and such other transactions had occurred cash flows of Borrower, as of such date (and for such period, in accordance with GAAP, subject to normal year-end adjustments and the case absence of such balance sheet) or at the beginning of such period (in the case of such income statements)footnotes. (c) Except as disclosed by the Borrower (i) in the financial statements referred writing to above Time Warner Inc. or the notes thereto (ii) in any document filed with or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect furnished to the TransactionsSEC, none of in each case prior to the Borrower or the Subsidiaries has, as of the Closing Effective Date, any contingent liabilities that would be material to since December 31, 2013, through the Borrower and the Subsidiariesapplicable date of determination, there have not been events, changes, circumstances or occurrences that, when taken as a whole. (d) Since December 31, 2014, there has been no event, change have had a Material Adverse Effect during the applicable period taken as a whole or occurrence that, individually or in the aggregate, has had or could would reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142011, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31September 30, 2014 and at least 45 days prior to the Closing Date2012 (other than a statement of stockholders equity), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2011 and 2010, and for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed fourBorrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-fiscal quarter period for which financial statements were delivered under Section 3.04(aend adjustments), prepared after giving effect to were in compliance with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on results of operations, changes in capital and surplus and cash flow of the Closing Date as if respective Regulated Insurance Companies covered thereby for the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.04(a), except for the Disclosed Matters and except for there are no liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the of any of its Subsidiaries hasof any kind, as of the Closing Datewhether accrued, any contingent liabilities that would contingent, absolute, determined, determinable or otherwise, which could reasonably be material expected to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 20142011, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore Term Facility Borrowers have, prior to the Effective Date and the Acquisition Closing Date, respectively, furnished to the Administrative Agent its Lenders the Company’s (or as applicable, the Company’s and Elan Corporation Limited’s) (i) consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year of the Company ended June 30, 2011 (or the fiscal years year ended December 31, 2013 2011 of Elan Corporation Limited) and December 31each subsequent Fiscal Year or fiscal year ended at least 90 days prior to the Effective Date or the Acquisition Closing Date, 2014respectively, reported on by Deloitte & Touche Ernst and Young LLP, independent public accountantsaccountants (or as applicable, KPMG) and (ii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for each fiscal quarter subsequent Fiscal Quarter of the Company ended subsequent to December 31, 2014 and at least 45 days prior to the Effective Date or the Acquisition Closing Date, in each case certified by its chief financial officer respectively (it being understood other than any Fiscal Quarter end that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing coincides with the Commission of the Borrower Registration Statement in connection with the Spin-Offa Fiscal Year end). Such To the Term Facility Borrowers’ knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has Term Facility Borrowers have, prior to the Effective Date and the Acquisition Closing Date, respectively, furnished to the Lenders Omega’s (i) consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for the fiscal year ended December 31, 2011 and each subsequent fiscal year of Omega ended at least 90 days prior to the Effective Date or the Acquisition Closing Date, respectively, reported on by PricewaterhouseCooper, independent public accountants and (ii) unaudited consolidated balance sheets, and consolidated statements of operations and statements of consolidated comprehensive income, consolidated statements of changes in shareholders’ equity, and consolidated statements of cash flows as of and for each fiscal quarter of Omega ended at least 45 days prior to the Effective Date (other than any fiscal quarter end that coincides with a fiscal year end). To the Term Facility Borrowers’ knowledge, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Omega and its consolidated Subsidiaries as of such dates and for such periods in accordance with IFRS, except as may be indicated in the notes thereto and subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) As of the Effective Date, the Term Facility Borrowers have heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower Company and its Subsidiaries as of and for the 12-month period ending on the last day of the Fiscal Year most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)ended, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statementsstatement of income). (cd) Except as disclosed Since June 28, 2014, there has been no material adverse change in the business, assets, operations, prospects or condition, financial statements referred to above or the notes thereto or in the Information Memorandumotherwise, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower Company and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the consolidated balance sheet and the related statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2002, December 31, 2003 and December 31, 20142004, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2005, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent Lenders (i) an unaudited balance sheet and income statement of the Target for the fiscal years ended July 31, 2003 and July 31, 2004, (ii) an unaudited balance sheet and income statement of the Target as of, and for the nine-month period ended, April 30, 2005 and (iii) all other financial statements for completed or pending acquisitions that may be required under Regulation S-X of the Securities Act of 1933, as amended (“Regulation S-X”). Such financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the Target and its subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (c) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as at March 31, 2005 and a pro forma statement of operations for the most recent fiscal year and interim period and for the 12-month period ending on the last day of such interim period, in each case adjusted to give effect to the consummation of the Transactions as if the Transactions, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholeyear. (d) Since December 31, 20142004, there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had results of operations, properties or could reasonably be expected to result in financial condition of the Borrower and the Subsidiaries (including the Target), taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lender consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (and, in the case of the Guarantor, of stockholders’ equity) (i) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2006 (A) reported on by Deloitte & Touche KPMG LLP, an independent registered public accountantsaccounting firm, in respect of the financial statements of the Guarantor, and (B) certified by its chief financial officer, in respect of the financial statements of the Borrower, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December October 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)2006. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Except as set forth on Schedule 3.4(a), subject neither the Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to yearabove, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-end audit adjustments and the absence of footnotes term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements or in the notes thereto. During the period from April 30, 2006 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2006. (b) The Borrower From April 30, 2006 through the Effective Date, there has heretofore furnished to been no material adverse change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, property or condition (financial or otherwise) of the Borrower as of Guarantor and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its consolidated balance sheet and statements of income, stockholders equity and cash flows Lenders on or prior to the Effective Date (i) as of and audited consolidated Financial Statements for the fiscal years year ended December 31, 2013 2023 for the Borrower and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, its Consolidated Subsidiaries and (ii) as of and unaudited consolidated Financial Statements for each the fiscal quarter quarters ended subsequent to December March 31, 2014 2024 and at least 45 days prior to the Closing DateJune 30, in each case certified by its chief financial officer (it being understood that 2024 for the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)and its Consolidated Subsidiaries. Such financial statements Financial Statements present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods periods, and such Financial Statements were prepared on a consolidated basis in accordance with GAAPGAAP consistently applied and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein not misleading at such time, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (b) The Borrower Since December 31, 2023, there has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)been no Material Adverse Effect. (c) Except Neither any Credit Party nor any Subsidiary of any Credit Party has as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsEffective Date, after giving effect to the Transactions, none of any Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for Taxes (other than those described in Section 7.09), unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that, in each case, would be required by GAAP to be reflected in audited financial statements, except as referred to or reflected or provided for in written information provided by the Borrower or to Administrative Agent and the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material Lenders prior to the Borrower and the Subsidiaries, taken as a wholeEffective Date. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to 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 materially from the projected results. (b) The Parent has heretofore furnished to the Administrative Agent Lenders (i) audited combined balance sheets of (a) the Parent and its consolidated balance sheet Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries, as of each of the fiscal years ending on November 30, 2012 and December 31, 2012, respectively, and the notes thereto and the related combined statements of incomeoperations, stockholders shareholders’ equity and cash flows of (ia) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries, for such respective fiscal years then ended, (ii) unaudited combined balance sheets of (a) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries, as of and for each of the fiscal years ended December quarters ending August 31, 2013 and December 31June 30,2013, 2014, reported on by Deloitte & Touche LLP, independent public accountantsrespectively, and the related combined statements of operations, shareholders’ equity and cash flows of (a) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries for such respective fiscal quarters then ended and (iii) unaudited combined balance sheets of (a) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries, as of each of the fiscal months ending after the applicable last fiscal quarter referred to in clause (ii) as of above and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 more than thirty (30) days prior to the Closing DateEffective Date and the related combined statements of operations, in each case certified by shareholders’ equity and cash flows of (a) the Parent and its chief financial officer Subsidiaries (it being understood that the Borrower has furnished the foregoing referenced in clause other than Xxxxxx Holdings and its Subsidiaries) and (ib) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Xxxxxx Holdings and its Subsidiaries for such applicable fiscal months then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of (a) the Borrower Parent and its consolidated Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (b) Xxxxxx Holdings and its Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since November 30, 2012, there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their respective Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lender (i) the audited consolidated and consolidating balance sheet sheets and statements of income, stockholders owners' equity and cash flows (i) of the Borrower and its Subsidiaries as of and for the fiscal years ended December 31, 2013 1999 and December 31, 20142000, reported on by Deloitte Ernst & Touche Young LLP, the Borrower's independent public accountantsauditors, and (ii) as the unaudited consolidated and consolidating balance sheets and statements of income, owner's equity and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission cash flows of the Borrower Registration Statement and its Subsidiaries for the nine month period ended September 30, 2001, duly certified by a Financial Officer of the Borrower as being correct and complete in connection with the Spin-Off)all material respects. Such financial statements present fairly, in all material respects, the consolidated and consolidating financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, and except for the Disclosed Matters Matters, neither the Borrower nor any of its Subsidiaries has any material contingent liabilities, unusual long-term commitments or unrealized losses. (c) Each Regulated Affiliate has net capital at the time of execution of this Agreement in an amount that is at least equal to 120% of Minimum Net Capital in respect of such Person; the aggregate amount of net capital needed to raise the net capital of each such Person to 150% of Minimum Net Capital for all such Persons aggregates not more than $500,000; and except for liabilities arising as a result immediately following the closing of the TransactionsFirst Tranche, after giving and without effect to any Loan given pursuant to this Agreement, each such Person shall have net capital in an amount that is at least equal to 150% of the TransactionsMinimum Net Capital in respect of such Person. (d) There has been no material adverse change in the business, none assets, operations, prospects or condition, financial or otherwise, of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the its Subsidiaries, taken as a whole. (d) Since , or of the Borrower, individually, since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect2000.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its Lenders the Borrower’s audited consolidated balance sheet and related statements of incomeincome or operations, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended year ending December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)2010. Such financial statements fairly present fairly, in all material respects, respects the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates date and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) period. The Borrower has heretofore furnished to the Administrative Agent a Lenders the Borrower’s unaudited pro forma consolidated balance sheet as of the date hereof, and related pro forma consolidated statement statements of income of income, Consolidated EBITDA and other operating data for the Borrower fiscal year ended December 31, 2010, and as of and for the 12-three (3) month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 31, prepared 2011, in each case after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions they had occurred as of on such date (in the case of such the balance sheet) or at sheet and as of the beginning of such period (all periods presented in the case of such income statementsthe statements of income, Consolidated EBITDA and other operating data (collectively, the “Financial Statements”). (c) Except as disclosed in the . Such pro forma financial statements referred have been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions are believed by the Borrower on the date hereof and on the Effective Date to above or be reasonable in light of current conditions and facts then known to the notes thereto or in Borrower), are based on the Information Memorandum, except for best information available to the Disclosed Matters and except for liabilities arising Borrower as a result of the Transactionsdate of delivery thereof, after giving accurately reflect all adjustments required to be made to give effect to the Transactions, none and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower or the and its Consolidated Subsidiaries has, as of such date and for such periods, assuming that the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a wholeTransactions had occurred at such dates. (db) Since December 31, 20142010, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (c) Neither the Borrower nor any Subsidiary has, on the date hereof after giving effect to the Transactions, any Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. (d) The projections regarding the financial performance of the Borrower and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be reasonable at the time such projections were provided (and on the Effective Date in the case of forecasts provided prior to the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any Subsidiary makes any representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projectionsthe financial plan and forecast may differ materially from the projected results. (b) ICD has heretofore furnished to the Administrative Agent its consolidated Lenders (i) audited combined balance sheet sheets of ICD as of each of the Fiscal Years ending in December 31, 2011 and December 31, 2012 and the notes thereto and the related combined statements of incomeoperations, stockholders shareholders’ equity and cash flows of ICD for the Fiscal Years then ended and (iii) unaudited combined balance sheets of ICD as of and for the fiscal years ended December Fiscal Quarter ending March 31, 2013 and December 31the related combined statements of operations, 2014shareholders’ equity and cash flows of ICD for the Fiscal Quarter then ended (subject to non-cash income adjustments related to derivative liability with respect to Capital Stock of ICD consisting of warrants, reported on tax liability and other items agreed to by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-OffAgent). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries ICD as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since December 31, 2012, there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent Lenders (i) its audited consolidated balance sheet sheets and related statements of income, stockholders stockholders’ equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 2006, December 31, 2005 and December 31, 20142004 (which audit reports for such financial statements are not subject to any qualification), reported on by Deloitte & Touche LLP(ii) its unaudited consolidated balance sheets and related statements of income, independent public accountantsstockholders’ equity and cash flows for the fiscal quarter ended Xxxxx 00, 0000, (xxx) audited statements of revenues and operating expenses for the Assets for the fiscal year ended December 31, 2006 (which audit reports for such financial statements are not subject to any qualification) and (iv) unaudited statements of revenues and operating expenses for the Assets for the fiscal quarter ending March 31, 2007 (and for the comparable period in the preceding fiscal year), which financial statements shall be prepared in accordance with GAAP. The financial statements in clauses (i) and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows condition of the Borrower and its consolidated Subsidiaries Parent as of such the dates and for such the periods set forth above in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The financial statements referred in clauses (iii) and (iv) present fairly, in all material respects, revenues and operating expenses for the Assets as of the dates and for the periods set forth above in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in clause (ii) abovethe case of the unaudited quarterly financial statements. (b) The Borrower Parent has heretofore furnished to the Administrative Agent Lenders a pro forma consolidated balance sheet of the Parent as of June 30, 2007 and related a pro forma consolidated statement of income of the Borrower operations as of December 31, 2006, and for the as of June 30, 2007 and 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, prepared after giving 2007, in each case adjusted to give effect to the Transactions Acquisition and the other transactions contemplated hereby hereby, the other transactions related thereto and any other transactions that would be required to be consummated on given pro forma effect by Regulation S-X promulgated under the Closing Date as if the Transactions Securities Act and such other transactions had occurred adjustments as of such date (in are agreed between the case of such balance sheet) or at Parent and the beginning of such period (in the case of such income statements)Arrangers. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142006, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (d) Neither the Parent nor any of its Restricted Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The audited consolidated Statement of Financial Position of the Borrower has heretofore furnished to the Administrative Agent and its consolidated balance sheet Subsidiaries as of December 31, 1997 and December 31, 1998 and the audited consolidated statements of operations, statements of shareholders' equity and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 2013 1997 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants1998, and (ii) as the unaudited condensed consolidated statement of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission position of the Borrower Registration Statement in connection with and its Subsidiaries at March 31, 1999 and the Spin-Off)related unaudited condensed consolidated statements of operations and cash flows for the three months ended March 31, 1998 and 1999 certified by a Responsible Officer, have heretofore been furnished to each Lender. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes notes in the case of the unaudited statements referred to above. During the period from December 31, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower and its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in clause (ii) aboverelation to the financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or that is not set forth on Schedule 5.04. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated combined balance sheet and related pro forma consolidated statement as of income March 31, 1999 of the Borrower as of and for its consolidated Subsidiaries (the 12-month period ending on the last day "Pro Forma Balance Sheet") certified by a Financial Officer of the most recently completed four-fiscal quarter period for Borrower, copies of which financial statements were delivered under Section 3.04(a)have heretofore been furnished to each Lender, prepared after giving is the pro forma combined balance sheet of the Borrower and its Consolidated Subsidiaries adjusted to give effect (as if such events had occurred on March 31, 1998) to the Transactions and the other transactions financings contemplated hereby to be consummated on thereby. The Pro Forma Balance Sheet was prepared in accordance with Article 11 (Pro Forma Financial Information) of Regulation S-X under the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)Securities Act. (c) Except as disclosed Since December 31, 1998 there has been no material adverse change in the business, assets, property, operations or condition, financial statements referred to above or otherwise, of the notes thereto or Borrower and its Subsidiaries, taken as a whole, from that reflected in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result Pro Forma Balance Sheet. As of the TransactionsClosing Date, after giving effect to the consummation of the Transactions, none of the Borrower or the Subsidiaries hasis, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, Credit Parties taken as a wholewhole are, Solvent. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142011, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2012 (other than a statement of stockholders equity), in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2011 and 2010, and for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed fourBorrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-fiscal quarter period for which financial statements were delivered under Section 3.04(aend adjustments), prepared after giving effect to were in compliance with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on results of operations, changes in capital and surplus and cash flow of the Closing Date as if respective Regulated Insurance Companies covered thereby for the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.04(a), except for the Disclosed Matters and except for there are no liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the of any of its Subsidiaries hasof any kind, as of the Closing Datewhether accrued, any contingent liabilities that would contingent, absolute, determined, determinable or otherwise, which could reasonably be material expected to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 20142011, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (iA) as of and for each of the fiscal years Fiscal Years ended December 31, 2013 2003, December 31, 2004 and December 31, 20142005, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (iiB) as of and for each fiscal quarter the Fiscal Quarter and the portion of the Fiscal Year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2006, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) above. (ii) Valor has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for each of the Fiscal Years ended December 31, 2003, December 31, 2004 and December 31, 2005, reported on by Deloitte & Touche LLP, independent public accountants, and (B) as of and for the Fiscal Quarter and the portion of the Fiscal Year ended March 31, 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Valor and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (B) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders pro forma consolidated balance sheet and related pro forma consolidated statement of income financial statements of the Borrower as of and for March 31, 2006 prepared on a Pro Forma Basis (the 12-month period ending “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) have been prepared in good faith based on the last day same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions were at the time of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(apreparation of the Pro Forma Financial Statements believed by the Borrower to be reasonable), prepared after giving (ii) accurately reflect all adjustments reasonably believed by the Borrower to be necessary to give effect to the Transactions and (iii) present fairly, in all material respects, the other transactions contemplated hereby to be consummated on pro forma financial position of the Closing Date Borrower as of March 31, 2006 as if the Transactions and such other transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed Since, in the financial statements referred case of any determination to above or be made prior to the notes thereto or Merger, September 30, 2005, and, in the Information Memorandumcase of any other determination, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 20142005, there has been no state of facts, change, development, event, change effect, condition or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders and the Global Administrative Agent copies of its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 311999, 2014, reported on audited by Deloitte & Touche LLPKPMG Peat Marwick, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31June 30, 2014 and at least 45 days prior to the Closing Date2000, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments in the case of the statements referred to in CLAUSE (ii) above. (b) Borrower has heretofore furnished to the Lenders and the Global Administrative Agent copies of the consolidated balance sheet and statements of income, stockholders equity and cash flows of Force (i) as of and for the fiscal year ended December 31, 1999, audited by Price Waterhouse Xxxxxx, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2000, certified by its chief financial officer. Such financial statements have been prepared in accordance with GAAP consistently applied, and present fairly, in all material respects, the financial position and results of operations and cash flows of Force and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause CLAUSE (ii) above. (bc) The Borrower has heretofore furnished to the Lenders and the Global Administrative Agent a copies of its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)June 30, 2000, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith in accordance with GAAP, (ii) is based on assumptions believed to be reasonable, and (iii) presents fairly, in all material respects, the pro forma financial position of Borrower and its consolidated Subsidiaries as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information MemorandumJune 30, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole2000. (d) Since December 31, 2014, there has been no event, change Except as set forth in SCHEDULE 3.4 or occurrence that, individually or reflected in the aggregate, has had or could reasonably be expected financial statements and information referred to result in a Material Adverse Effect.SUBSECTIONS 3.4(a) and 3.4

Financial Condition; No Material Adverse Change. (ai) The Borrower has heretofore furnished in writing to the Administrative Agent its consolidated a pro forma balance sheet and statements other financial information reflecting the financial position of income, stockholders equity and cash flows (i) the Borrower as of and for the fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case after giving effect to the making of the Loans hereunder, the application of the proceeds thereof and to the Transactions contemplated to occur on the Closing Date, certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission a Responsible Officer of the Borrower Registration Statement as having been prepared in connection with the Spin-Off)good faith based upon reasonable assumptions. Such financial statements present information presents fairly, in all material respects, the financial position of the Borrower on the Closing Date. (ii) The Borrower has heretofore furnished in writing to the Administrative Agent the audited balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for the twelve month period ended December 31, 2021 and the unaudited balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for the fiscal quarter ended March 31, 2022, June 30, 2022 and September 30, 2022, all certified by a Responsible Officer of the Borrower as presenting fairly, in all material respects, the financial condition and results of operations and cash flows of the Borrower and its Subsidiaries, on a consolidated Subsidiaries as of such dates and for such periods basis, in accordance with GAAPGAAP consistently applied, subject subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) abovefootnotes. (biii) The Borrower has heretofore furnished in writing to the Administrative Agent a pro forma consolidated financial statement projections (including balance sheet and related pro forma consolidated statement statements of income operations, shareholders’ equity and cash flows) on a quarterly basis for the three (3) year period ending after the Closing Date, all certified by a Responsible Officers of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), having been prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)good faith based upon reasonable assumptions. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (db) Since December 31, 20142021, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse Effect. (c) Except as set forth on Schedule 8.04, no Loan Party nor any Subsidiary of any Loan Party has on the date hereof any Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments.

Financial Condition; No Material Adverse Change. (a) The Borrower Each Credit Party has heretofore furnished to the Administrative Agent its Lenders consolidated balance sheet sheets and statements of income, stockholders equity income and cash flows (iand, in the case of the Guarantor, of stockholders' equity) as of and for the fiscal years year ended December 31April 30, 2013 and December 31, 2014, 2020 (A) reported on by Deloitte & Touche LLP, an independent registered public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Dateaccounting firm, in each case respect of the financial statements of the Guarantor, or (B) certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced officer, in clause (i) to the Administrative Agent by the filing with the Commission respect of the Borrower Registration Statement in connection with financial statements of the Spin-Off)Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries and of the Guarantor and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP. Except as set forth on Schedule 3.04(a), subject to yearneither the Guarantor nor any of its consolidated Subsidiaries had, as of April 30, 2020, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-end audit adjustments and the absence of footnotes term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap FOURTH AMENDED AND RESTATED CREDIT AND GUARANTEE AGREEMENT – Page 67 or exchange transaction not in the case ordinary course of business, which is not reflected in the foregoing statements, in the notes thereto or the risk factors set forth in the Guarantor's annual report on Form 10-K for the fiscal year ended April 30, 2020. During the period from April 30, 2020 to and including the date hereof, and except as disclosed in filings made by the Guarantor with the SEC pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, there has been no sale, transfer or other disposition by the Guarantor or any of its consolidated Subsidiaries of any material part of its business or property other than in the ordinary course of business and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person), material in relation to the consolidated financial condition of the statements referred to in clause (ii) aboveGuarantor and its consolidated Subsidiaries at April 30, 2020. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in filings made by the financial statements referred Guarantor with the SEC pursuant to above the Securities Act of 1933 or the notes thereto or Securities Exchange Act of 1934, since April 30, 2020, there has been no material adverse change in the Information Memorandumbusiness, except for the Disclosed Matters and except for liabilities arising as a result assets or financial condition of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower Guarantor and the its Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its the consolidated balance sheet and statements of incomeearnings, stockholders shareholders' equity and cash flows of each of the Borrower and its subsidiaries and the Company and its subsidiaries (i) as of and for the fiscal years ended December 31, 2013 2006, December 31, 2005 and December 31, 20142004, each reported on by Ernst & Young LLP or PriceWaterhouseCoopers, with respect to the Borrower, and Deloitte & Touche LLP, with respect to the Company, independent public accountants, and (ii) to the extent possible in the exercise of the Borrower's commercially reasonable efforts, as of and for each subsequent fiscal quarter month and fiscal quarter, as the case may be, ended subsequent to December 31, 2014 and at least 45 thirty (30) days prior to or forty-five (45) days, respectively, before the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the Company and their respective consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished delivered to the Administrative Agent a its unaudited pro forma consolidated balance sheet and related pro forma consolidated statement statements of income earnings, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which such date. Such pro forma financial statements were delivered under Section 3.04(ahave been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), prepared after giving and, based on such assumptions, reflect all material adjustments required to be made to give effect to the Transactions in order to present fairly on a pro forma basis the estimated consolidated financial position of the Borrower and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred its consolidated Subsidiaries as of such date (in and for such period, assuming that the case of Transactions had actually occurred at such balance sheet) date or at the beginning of such period (in period, as the case of such income statements)may be, as determined by the Borrower in good faith. (c) Except as disclosed in Since the financial statements referred Closing Date, no event or change with respect to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Restricted Subsidiaries hashas occurred that has had, as of the Closing Date, any contingent liabilities that or would be material to the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in have, a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity holders equity and cash flows (i) as of and for the 2000, 2001 and 2002 fiscal years ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each (x) the fiscal quarter ended subsequent to December May 31, 2014 2003, and at least 45 days prior to (y) the Closing Datefiscal month ended June 30, 2003, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)a Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments in the case of quarterly statements, normal quarter-end adjustments in the case of monthly statements and the absence of footnotes in the case of the all statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)May 31, 2003, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date Bond Refinancing as if the Transactions and such other transactions the Bond Refinancing had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) is based on the best information available to Holdings and the Borrower upon reasonable inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and the Bond Refinancing and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of May 31, 2003, as if the Transactions and the Bond Refinancing had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the TransactionsTransactions and, if the Borrower consummates the Bond Refinancing, none of Holdings, the Borrower or the Subsidiaries has, as of the Closing Effective Date, any material contingent liabilities or long-term commitments, in each case outside the ordinary course of business. (d) Except for the Disclosed Matters, since November 30, 2002, there has not occurred any fact or circumstance that would has had, or could reasonably be expected to have, a material to adverse effect on the business, assets, operations or condition, financial or otherwise, of Holdings, the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent its audited consolidated balance sheet and statements of incomeoperations, stockholders equity and cash flows (iincluding the notes thereto) of Time Warner and its consolidated Subsidiaries as of and for the fiscal years twelve months ended December 31, 2013 and December 31, 20142005, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) as copies of and for which have heretofore been furnished to each fiscal quarter ended subsequent to Lender, when combined with all public filings with the SEC by Time Warner since December 31, 2014 2005 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Time Warner and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (b) The consolidating information with respect to AOL LLC and its consolidated Subsidiaries for the Borrower date and period described in foregoing paragraph (a), copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the financial position and results of operations and cash flows of AOL LLC and its consolidated Subsidiaries as of such dates date and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveperiod. (bc) The Borrower has heretofore furnished to the Administrative Agent a unaudited pro forma consolidated balance sheet of Holdco and related pro forma its consolidated statement Subsidiaries at January 31, 2006 (the "Pro Forma Balance Sheet"), copies of income which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Borrower as of and for Google Transaction, (ii) the 12-month period ending Loans to be made on the last day of Borrowing Date (including the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions First Assumption and the other transactions contemplated hereby to be consummated Second Assumption) and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred best information available to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, Holdco as of the Closing Datedate of delivery thereof, any contingent liabilities and presents fairly, in all material respects, on a pro forma basis the estimated financial position of Holdco and its consolidated Subsidiaries at January 31, 2006, assuming that would be material to the Borrower events specified in clauses (i), (ii) and (iii) in the Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (d) Since December 31, 2014, 2005 there has been no event, material adverse change or occurrence that, individually or in the aggregatebusiness, has had assets, operations or could reasonably be expected to result in financial condition of the Borrower and its consolidated Subsidiaries, taken as a Material Adverse Effectwhole, and Holdco and its consolidated Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows (i) as of and for the fiscal years year ended December 3127, 2013 and December 31, 20142002, reported on by Deloitte & and Touche LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December 31March 28, 2014 and at least 45 days prior to the Closing Date2003, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the Subsidiaries, on a consolidated Subsidiaries basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 28, 2003, prepared after giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and the other transactions contemplated hereby to be consummated Subsidiaries, on a consolidated basis, as of the Closing Effective Date as if the Transactions and such other transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, Memorandum and except for the Disclosed Matters and except for liabilities arising as a result of the TransactionsMatters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Effective Date, any material contingent liabilities that would be liabilities, unusual long-term commitments or unrealized losses. (d) Since December 27, 2002, there has been no material to adverse change in the condition (financial or otherwise), assets, operations or business of the Borrower and the Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years quarter and the portion of the fiscal year ended December 31, 2013 and December 31September 30, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for each fiscal quarter ended subsequent to December 31, 2014 and at least 45 days prior to the Closing Date, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.unaudited quarterly financial statements (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities Other than arising as a result of the Transactions, after giving effect to the Transactions, none commencement of the Borrower or the Subsidiaries hasBankruptcy Cases, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (di) Since December 31since September 30, 2014, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse EffectEffect and (ii) as of the date hereof, and except for changes resulting from the commencement and administration of the Chapter 11 cases, the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Except as set forth on Schedule 7.04, neither the Borrower nor any Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. (d) The DIP Budget delivered to the Administrative Agent and the Lenders as of the Effective Date, and each update to the DIP Budget delivered in accordance with this Agreement represents, and will represent when provided after the Effective Date, the Borrower’s good faith reasonable estimate of its and its Subsidiaries’ future performance for the periods covered thereby, based on assumptions believed by the Borrower to be reasonable at the time of delivery thereof. (e) On and after the date of delivery of any Variance Report in accordance with this Agreement, such Variance Report shall be complete and correct and fairly present in all material respects the results of operations of the Borrower and its Subsidiaries for the period covered thereby and in the detail purported to be covered thereby.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and comprehensive income (loss), and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 20142011, reported on by Deloitte & Touche LLP, the Borrower’s independent public accountants, accountants and certified by its chief financial officer and (ii) as of and for each the end of the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to 2012, as included in the Closing DateBorrower’s 10-Q filed with the SEC on May 10, in each case 2012, certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) aboveadjustments. (b) The Borrower has heretofore furnished to Since the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Petition Date, any contingent liabilities that would be material to the Borrower and the Subsidiaries, taken as a whole. (di) Since December 31, 2014, there has been no event, change development or occurrence that, individually or in the aggregate, circumstance that has had or could reasonably be expected to result in have a Material Adverse EffectEffect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the Closing Date any material Debt (including Disqualified Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or otherwise disclosed to the Administrative Agent and the Lenders in writing. (d) The DIP Budget delivered to the Agents and Lenders as of the Closing Date, and each update thereto delivered in accordance with this Agreement represents, and will represent when provided after the Closing Date, the Borrower’s good faith reasonable estimate of its and its Restricted Subsidiaries’ future performance for the periods covered thereby, based on assumptions believed by the Borrower to be reasonable at the time of delivery thereto (it being understood that such estimates are subject to uncertainties and contingencies, many of which are beyond the control of the Borrower and its Restricted Subsidiaries and no assurances can be given that such estimates will be realized). (e) As of the Petition Date, the aggregate amount of the Borrower’s outstanding accounts payable (based on the accounts payable account within the general ledger as of the Petition Date) does not exceed $200,000,000.

Financial Condition; No Material Adverse Change. (a) The Borrower Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to 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 materially from the projected results. (b) The Parent has heretofore furnished to the Administrative Agent Lenders (i) audited combined balance sheets of (i) the Parent and its consolidated balance sheet Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, as of each of the fiscal years ending in November 30, 2012 and December 31, 2012, respectively and the notes thereto and the related combined statements of incomeoperations, stockholders shareholders’ equity and cash flows of (i) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, for such respective fiscal years then ended, (ii) unaudited combined balance sheets of (i) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, as of and for each of the fiscal years ended December quarters ending August 31, 2013 and December 31June 30, 20142013, reported on by Deloitte & Touche LLPrespectively, independent public accountantsand the related combined statements of operations, shareholders’ equity and cash flows of (i) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, for such respective fiscal quarters then ended and (iii) unaudited combined balance sheets of (i) the Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, as of and for each of the fiscal months ending after the applicable last fiscal quarter ended subsequent referred to December 31, 2014 in clause (ii) above and at least 45 more than thirty (30) days prior to the Closing DateEffective Date and the related combined statements of operations, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause shareholders’ equity and cash flows of (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)Parent and its Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, for such applicable fiscal months then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of (i) the Borrower Parent and its consolidated Subsidiaries (other than Xxxxxx Holdings and its Subsidiaries) and (ii) Xxxxxx Holdings and its Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (bc) The Borrower Since November 30, 2012, there has heretofore furnished to been no change in the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income business, assets, operations, prospects or condition, financial or otherwise, of the Borrower as of Loan Parties and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a), prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements). (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any contingent liabilities that would be material to the Borrower and the their respective Subsidiaries, taken as a whole. (d) Since December 31, 2014, there has been no event, change or occurrence that, individually or in the aggregate, has had or which could reasonably be expected to result in have a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 31, 2014, reported on by Deloitte & Touche BDO USA, LLP, independent public accountants, and (ii) as of and for each the fiscal quarter and the portion of the fiscal year ended subsequent to December March 31, 2014 2015, June 30, 2015 and at least 45 days prior to the Closing DateSeptember 30, in each case 2015 (other than a statement of stockholders equity), certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated statement of income Lenders copies of the Borrower annual Statutory Statements of each U.S. Regulated Insurance Company as of December 31, 2014 and 2013, and for the 12-month period ending on fiscal years then ended, each as filed with the last day Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a U.S. Regulated Insurance Company shall not be required to be delivered for any year that such U.S. Regulated Insurance Company was not a Subsidiary of the most recently completed fourBorrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-fiscal quarter period for which financial statements were delivered under Section 3.04(aend adjustments), prepared after giving effect to were in compliance with the Transactions applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective U.S. Regulated Insurance Companies covered thereby as of the respective dates thereof and the other transactions contemplated hereby to be consummated on results of operations, changes in capital and surplus and cash flow of the Closing Date as if respective Regulated Insurance Companies covered thereby for the Transactions and such other transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements)respective periods then ended. (c) Except as disclosed set forth in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.04(a), except for the Disclosed Matters and except for there are no liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of the Borrower or the of any of its Subsidiaries hasof any kind, as of the Closing Datewhether accrued, any contingent liabilities that would contingent, absolute, determined, determinable or otherwise, which could reasonably be material expected to the Borrower and the Subsidiaries, taken as result in a wholeMaterial Adverse Effect. (d) Since December 31, 2014, there has been no event, change change, circumstance or occurrence that, individually or in the aggregate, has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders and the Administrative Agent copies of its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years year ended December 31, 2013 and December 312010, 2014, reported on audited by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) if available, as of and for each the fiscal quarter and the portions of the fiscal year ended subsequent to December March 31, 2014 and at least 45 days prior to the Closing Date2011, in each case certified by its chief financial officer (it being understood that the Borrower has furnished the foregoing referenced in clause (i) to the Administrative Agent by the filing with the Commission of the Borrower Registration Statement in connection with the Spin-Off)officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The [intentionally omitted]. (c) Borrower has heretofore furnished to the Lenders and the Administrative Agent a copies of its pro forma consolidated balance sheet as of March 31, 2011, prepared giving pro forma effect to the initial public offering of the Equity Interests of Lone Pine and related the repayment of certain intercompany Indebtedness as if such transactions had occurred on such date. Such pro forma combined balance sheet (i) has been prepared in good faith in accordance with GAAP, (ii) is based on assumptions believed to be reasonable, and (iii) presents fairly, in all material respects, the pro forma consolidated statement balance sheet of income of the Borrower and its consolidated Subsidiaries as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period for which financial statements were delivered under Section 3.04(a)March 31, prepared after giving effect to the Transactions and the other transactions contemplated hereby to be consummated on the Closing Date as if the Transactions and such other transactions had occurred as of such date 2011 (or in the case of event that the Effective Date occurs after June 30, 2011, such balance sheet) or at later date as reasonably requested by the beginning of such period (in the case of such income statementsAdministrative Agent). (cd) Except as disclosed set forth in Schedule 3.4 or reflected in the financial statements referred to above or the notes thereto or in the Information MemorandumSection 3.4(a), except for the Disclosed Matters and except for liabilities arising as a result neither Borrower nor any of the Transactions, after giving effect to the Transactions, none of the Borrower or the its Restricted Subsidiaries has, as of the Closing Date, has any contingent liabilities that would be material to the Borrower and the Subsidiariesliabilities, taken as a wholeunusual long-term commitments or unrealized losses. (de) Since December March 31, 20142011, there has been no event, material adverse change or occurrence that, individually or in the aggregateconsolidated financial condition, has had operations or could reasonably be expected to result in business taken as a Material Adverse Effectwhole of Borrower and its consolidated Restricted Subsidiaries.