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 and the Arranger the consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, 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 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 quarterly financial statements. (b) Since November 1, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302016, 2003reported on by BDO USA, certified by its chief financial officerLLP independent public accountants. Such financial statements present statement presents fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Restricted Subsidiaries as of such dates and for such periods. (b) The most recent financial statements furnished pursuant to Section 8.01(a) present fairly, in all material respects, the financial condition of Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis, 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 the case of the unaudited quarterly financial statements. (bc) Since November 1, 2003, the later of (i) the date hereof and (ii) date of the financial statements most recently delivered pursuant to Section 8.01(a), and after giving effect to the Transactions, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (cd) Neither the Borrower nor any of its Subsidiaries other Group Member has on the date hereof of this Agreement any material Debt Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for commitments other than in respect of the Financial StatementsSecured Obligations.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its restated pro forma consolidated balance sheet and statements of income, stockholders equity partners’ capital and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year years ended 2002December 31, 2010 and December 31, 2011, reported on by BDO, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032012, 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 the 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 quarterly financial statements. (b) Since November 1December 31, 20032011, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesof business. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2008, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032009, 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 Holdings 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) [Reserved] (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 Holdings, the Parent Borrower or the Subsidiaries (including the Receivables Subsidiary) has, as of the First Restatement Effective Date, any contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary), taken as a whole. (d) Since November 1December 31, 20032005, (i) there has been no event, development change or circumstance that occurrence that, individually or in the aggregate, has had or could reasonably be expected to have result in a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002April 30, 2013, reported on by KPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30October 31, 20032013, 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 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 quarterly financial statements. (b) Since November 1April 30, 20032013, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2014, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 20032015, 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 Parent Borrower and its Consolidated consolidated Restricted 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 quarterly financial statementsstatements referred to in clause (ii) above. (b) 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, based on the facts and circumstances in existence on the Effective Date and taking into consideration the likelihood of any realization with respect to contingent liabilities, after giving effect to the Transactions, none of the Parent Borrower or its Restricted Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses to the extent required to be disclosed in accordance with GAAP. (c) Since November 1December 31, 20032014, (i) there has been no event, development event or circumstance condition that has had or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect and (ii) Effect; provided that the business consummation of the Borrower or its Subsidiaries has been conducted only Internal Reorganization, the Spinoff and the transactions contemplated thereby, in each case, substantially as contemplated in the ordinary course consistent with past business practicesForm 10, shall not constitute a Material Adverse Effect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and Lenders the Arranger the consolidated combined balance sheet and statements of income, stockholders unit holders equity and cash flows for the Borrower and its Consolidated Subsidiaries of “Memorial Production Partners LP Predecessor” as described in Note 1 to such financial statements (i) as of and for the fiscal year ended 2002December 31, 2010, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 20032011, 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 Parent 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 quarterly financial statements. (b) Since November 1December 31, 20032010, (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 or its Subsidiaries and the other Loan Parties has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 (i) the audited combined and the Arranger the consolidated balance sheet and audited, statements of income, stockholders shareholders’ equity and cash flows for the Borrower of each of WildHorse and its Consolidated Subsidiaries (i) Esquisto as of and for the fiscal year years ended 2002December 31, 2014 and December 31, 2015, reported on by KPMG LLP, independent public accountants, and (ii) the unaudited consolidated and combined balance sheet, statements of income, shareholders’ equity and cash flows of each of WildHorse and Esquisto as of and for the fiscal quarter and the portion of the fiscal year nine months ended September 30, 20032015 and September 30, 2016, certified by its each such Person’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 WildHorse and its Consolidated Subsidiaries Esquisto and 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 unaudited quarterly financial statements. (b) Since November 1December 31, 20032015, (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 or its Subsidiaries and the other Loan Parties has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302008, 2003reported on by PricewaterhouseCoopers, certified by its chief financial officerindependent public accountants. 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, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032008, (i1) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii2) the business of the Borrower or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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, 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 and Lenders the Arranger the Borrower’s consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year Fiscal Year ended 2002December 29, 2018, audited by and accompanied by an opinion of Xxxxx Xxxxxxxx LLP, independent public accountants (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 the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended September 3028, 2003, certified by its chief financial officer2019. 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 on a consolidated 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practices[Reserved]. (c) Neither Except as disclosed in the Second Amendment Information Memorandum, after giving effect to the Transactions and the Second Amendment Transactions, none of the Borrower nor or any Restricted Subsidiary has, as of its Subsidiaries has on the date hereof Second Amendment Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) No event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except as referred or would reasonably be expected to or reflected or provided for in the Financial Statementshave, a Material Adverse Effect since December 29, 2018.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 29, 2001, reported on by Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 3028, 20032002, 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 unaudited quarterly statements referred to in clause (ii) above. The Borrower and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1September 28, 20032002, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower Parent and its Consolidated Subsidiaries consolidated subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2018, reported on by Xxxx Xxxxx, LLP, independent public accounts, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032019, certified by its chief financial officerFinancial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated Subsidiaries 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 quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1December 31, 20032018, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries 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, material 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, including the footnotes thereto.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Administrative Agent and Noteholders the Arranger following financial statements: (i) the audited consolidated balance sheet and statements of incomeearnings (loss), stockholders equity stockholders' deficit and cash flows for of the Borrower Holding Company and its Consolidated Subsidiaries (i) as of and for the fiscal year ended December 31, 2002, and accompanied by an opinion of Ernst & Young LLP, independent public accountants; and (ii) as the unaudited consolidated and consolidating statements of income, retained earnings and cash flows of the Credit Parties for the month most recently ended and for which monthly financial statements are available and for the fiscal quarter period ending as of the end of such month, and the portion related consolidated and consolidating balance sheets of the Credit Parties as at the end of such period, setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year ended September 30(except that, 2003in the case of balance sheets, certified by its chief financial officersuch comparison shall be to the last day of the prior fiscal year). Such financial statements present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries respective entities as of such respective 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 such unaudited quarterly financial statements. (b) Since November 1December 31, 20032002, (i) there has been no eventchange in the business, development assets, liabilities, operations or circumstance that has had or could financial condition, of the Credit Parties which would reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither None of the Borrower nor any of its Subsidiaries Credit Parties has on the date hereof any material Debt (including Disqualified Capital Stock) or Effective Date 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 commitmentscommitments in each case that are material, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at December 31, 2002 referred to above or as otherwise expressly provided in this Agreement or the financial statements described in this Section 4.4.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for as set forth in the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officerRegistration Statement. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated Restricted Subsidiaries and the DevCos 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. (b) Since November 1December 31, 20032016, (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 or its Parent, the Borrower, the Restricted Subsidiaries and the DevCos has been conducted (whether by OPNA prior to the Effective Date or by the Credit Parties after the Effective Date) only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither None of the Borrower nor any of its Parent, the Borrower, the Restricted Subsidiaries or the DevCos 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 commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, the Borrower, the Restricted Subsidiaries and the DevCos on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its audited or unaudited, as applicable, consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2007, reported on by Xxxxxx & Xxxxxx PC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032008, certified by its chief financial officera 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 year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither Except as set forth in Schedule 7.04, neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders partners’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2012, reported on by Xxxxxxx, Xxxxxx & Company, independent public accounts, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 20032013, 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 Subsidiaries as of such dates and for such periods in accordance with GAAP, except that the reports for June 30, 2013 are on a cash basis, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1December 31, 20032012, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries Except as set forth on Schedule 7.04(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, including the footnotes thereto.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for as set forth in the Borrower Registration Statement, including its audited consolidated balance sheet and its Consolidated Subsidiaries (i) related statements of operations, owners’ equity and cash flows as of the end of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated Restricted 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 quarterly financial statements. (b) Since November 1December 31, 20032018, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any As of its Subsidiaries has on the date hereof any hereof, the Parent, the Borrower, and the Restricted Subsidiaries have no 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, and except those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Parent and the Restricted Subsidiaries taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and Agents the Arranger the consolidated balance sheet and Historical Financial Statements. The financial statements of incomedescribed in clauses (b), stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (ic) as of and for the fiscal year ended 2002, and (iie) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer. Such financial statements definition of “Historical Financial Statements” present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and consolidated cash flows of the Borrower and its Consolidated Subsidiaries Acquired Business as of such dates and for such periods in accordance in all material respects with GAAPGAAP (except, subject in the case of the unaudited financial statements, as permitted by the Securities and Exchange Commission), subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and to any other adjustments described therein, (including the notes thereto), the absence of footnotes in and the case inclusion of the unaudited quarterly financial statementsexplanatory notes. (b) Since November 1the Closing Date, 2003, (i) there has been no event, development change or circumstance condition has occurred that has had had, or could would reasonably be expected to have have, a Material Adverse Effect Effect. Each Lender and (ii) each Administrative Agent hereby acknowledges and agrees that the business Borrower and its Subsidiaries may be required to restate historical financial statements as the result of the Borrower implementation of changes in GAAP, or its Subsidiaries has been conducted only the respective interpretation thereof, and that such restatements will not result in a Default or an Event of Default under the ordinary course consistent with past business practicesLoan Documents. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2007, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2003, certified by its chief financial officer2008. 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 quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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, except as 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its audited consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2011, reported on by Xxxxx Xxxxxxxx LLC, independent public accountants and (ii) its unaudited financial statements as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032012, certified by its chief financial officerFinancial 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 unaudited quarterly financial statements. (b) Since November 1December 31, 20032011, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither As of the date hereof, the Parent Guarantor, the Borrower nor any of its and their Subsidiaries has on the date hereof any have no 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, and except those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower or its Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and Lenders the Arranger the audited consolidated balance sheet and related statements of income, stockholders equity and cash flows for of the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2020, reported on by PricewaterhouseCoopers L.L.P., and (ii) as of and for the fiscal quarter and the portion each of the fiscal year quarters ended September March 31, 2021 and June 30, 20032021, certified together with a certification by its chief financial officer. Such a Financial Officer that the financial statements described in this clause (ii) 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 quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1December 31, 20032020, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries Except as listed on Schedule 7.04(c) or as permitted under Section 9.02, no Credit Party has on the date hereof after giving effect to the Transactions, any material Debt (including Disqualified Capital Stock) Material Indebtedness or any contingent liabilities, off-balance sheet liabilities or partnershipsliabilities, liabilities for past due taxes, or any unusual forward or long-term commitments which are, in the aggregate, material to the Credit Parties taken as a whole or unrealized or anticipated losses from any unfavorable commitmentsmaterial with respect to the Borrower’s consolidated financial condition, except as required under GAAP to be shown but are not shown in the Borrower’s latest audited consolidated financial statements referred to or reflected or provided for in the Financial StatementsSection 7.04(a)(i).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2008, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2003, certified by its chief financial officer2009. 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 quarterly financial statements. (b) Since November 1December 31, 20032008, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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, except as 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.

Financial Condition; No Material Adverse Change. (a) The Borrower Issuer has heretofore furnished to the Administrative Agent and the Arranger the Holders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302016, 2003reported on by BDO USA, certified by its chief financial officerLLP independent public accountants. Such financial statements present statement presents fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Issuer and its Consolidated Restricted Subsidiaries as of such dates and for such periods. (b) The most recent financial statements furnished pursuant to Section 6.1(a), present fairly, in all material respects, the financial condition of Issuer and its Consolidated Restricted Subsidiaries on a consolidated basis, 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 the case of the unaudited quarterly financial statements. (bc) Since November 1, 2003, the later of (i) the date hereof and (ii) date of the financial statements most recently delivered pursuant to Section 6.1(a), and after giving effect to the Transactions, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (cd) Neither the Borrower Issuer nor any of its Subsidiaries other Group Member has on the date hereof of this Agreement any material Debt Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for commitments other than in respect of the Financial StatementsObligations and First Lien Secured Obligations.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its audited consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2009, reported on by Xxxxx Xxxxxxxx LLC, independent public accountants and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032010, certified by its chief financial officerFinancial 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 unaudited quarterly financial statements. (b) Since November 1December 31, 20032009, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practicespractices in all material respects. (c) Neither As of the date hereof, the Borrower nor any of and its Subsidiaries has on the date hereof any have no 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, and except those that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on the Borrower or its Subsidiaries.

Financial Condition; No Material Adverse Change. (a) a. The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302019, 2003reported on by PricewaterhouseCoopers LLP, certified by its chief financial officerindependent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent 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 quarterly financial statements. (b) b. Since November 1the Petition Date, 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 or its Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos has been conducted only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither c. None of the Borrower nor Parent, OP LLC, the Borrower, any of its Subsidiaries Subsidiary or any DevCo 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 commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows (including in the footnotes to such financial statements) or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002January 1, 2000, reported on by Arthxx Xxdexxxx XXP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032000, 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 unaudited quarterly statements referred to in clause (ii) above. The Borrower and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1September 30, 20032000, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2010, reported on by Xxxxxxx XxXxxxxxxx LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032011, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032010, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 taxes or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the consolidated balance sheet and statements of income, stockholders owner's equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2005 (audited), and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 20032006 (unaudited), certified by its chief financial officerFinancial 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 unaudited quarterly financial statements. (b) Since November 1June 30, 20032006, (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 each of the Borrower or its Subsidiaries Loan Parties, if any, has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 StatementsStatements or as provided for in the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2012, reported on by Xxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032013, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032012, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material 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 StatementsStatements or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders members equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year period ended September 3029, 20032006, certified by its chief financial officerofficer and (ii) a pro forma consolidated balance sheet as of the Effective Date giving effect to the Acquisition. 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 quarterly financial statements. (b) Since November 1September 13, 20032006, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheets as of December 31, 2011, and the Arranger the related consolidated balance sheet and statements of operations, comprehensive income, stockholders equity partners’ capital, and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year twelve-month period ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032011, certified by its chief financial officerindependent public accountants. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries 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 quarterly financial statements. (b) Since November 1December 31, 20032011, giving effect to the Contribution and the ARP Distribution, (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 or its and the Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material 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 Statementsfinancial statements referred to in Section 7.04(a) or as disclosed in this Agreement (including the Schedules hereto).

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 as of and for the Arranger the fiscal year ended December 31, 2009, reported on by PricewaterhouseCoopers LLP, independent public accountants and (ii) its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2003, certified by its chief financial officer2010. 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 quarterly financial statements. (b) Since November 1December 31, 20032009, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries 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, except as referred to or reflected or provided for in the Financial StatementsStatements and the Borrower’s 10-Q for the fiscal quarter ended June 30, 2010.

Financial Condition; No Material Adverse Change. (a) The Borrower SPX Corporation has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2021, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 2, 20032022, 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 SPX Corporation and its Consolidated consolidated Restricted 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 quarterly financial statementsstatements referred to in clause (ii) above. (b) 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, based on the facts and circumstances in existence on the Effective Date and taking into consideration the likelihood of any realization with respect to contingent liabilities, after giving effect to the transactions to occur on the Effective Date, none of SPX Corporation or its Restricted Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses to the extent required to be disclosed in accordance with GAAP. (c) Since November 1December 31, 20032021, (i) there has been no event, development event or circumstance condition that has had or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect Effect; provided that it is understood and (ii) agreed that, in any case, the business of the Borrower Permitted Reorganization shall not be deemed to have, or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesreasonably be expected to have, a Material Adverse Effect. (c) Neither the Borrower nor any of its 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 Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its audited consolidated balance sheet and statements related statement of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) flow as of and for the fiscal year ended 2002December 31, 2010 (which audit report for such financial statement is not subject to any qualification) and (ii) as its unaudited consolidated balance sheet and related statement of income, stockholders’ equity and cash flow for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032011, certified by its chief which financial officerstatement shall be prepared in accordance with GAAP. Such The financial statements in clauses (i) and (ii) 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. (b) Since November 1December 31, 20032010, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302008, 2003reported on by Deloitte & Touche, certified by its chief financial officerindependent public accountants. 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, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032008, (i) there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had condition, financial or could reasonably be expected to have otherwise, of the Borrower and its Material Subsidiaries, taken as a Material Adverse Effect whole and (ii) the business of the Borrower or and its Material Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Material Subsidiary has on the date hereof (i) any material Debt (including Disqualified Capital Stock), except as referred to or reflected or provided for in the Financial Statements, or (ii) 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 incurred outside the ordinary course of the Borrower’s or reflected or provided for in the Financial Statementssuch Material Subsidiary’s business.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2020, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30April 3, 20032021, 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 Parent Borrower and its Consolidated consolidated Restricted 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 quarterly financial statementsstatements referred to in clause (a)(ii) above. (b) 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, based on the facts and circumstances in existence on the Effective Date and taking into consideration the likelihood of any realization with respect to contingent liabilities, after giving effect to the Transactions, none of the Parent Borrower or its Restricted Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses to the extent required to be disclosed in accordance with GAAP. (c) Since November 1December 31, 20032020, (i) there has been no event, development event or circumstance condition that has had or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2007, reported on by Xxxxxxx XxXxxxxxxx LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032008, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 taxes or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided provided (d) for in the Financial Statementsfinancial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Administrative Agent and the Arranger the consolidated Lenders their combined balance sheet and statements of income, stockholders (or other type of equity holder's) equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year Fiscal Year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2003, certified by its chief financial officer2010. Such financial statements present fairly, in all material respects, the combined financial position and results of operations and cash flows of the Borrower Borrowers and its Consolidated their 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 quarterly financial statements. (b) Since November 1The combined forecasted balance sheet and statements of income, 2003stockholders (or other type of equity holder's) equity and cash flows of the Borrowers and their Subsidiaries delivered pursuant to Section 3.01(i)(iii) and Section 5.01(f) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers' best estimate of their future financial condition and performance. (ic) there has been no No event, development change or circumstance condition has occurred that has had had, or could reasonably be expected to have have, a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect, since June 30, 2010. (cd) Neither Except as disclosed in the Borrower nor financial statements referred to above or the footnotes thereto, after giving effect to the Transactions, none of the Borrowers or any of its their Subsidiaries has on has, as of the date hereof any material Debt (including Disqualified Capital Stock) or Effective Date, 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 that would reasonably be expected to or reflected or provided for result in a Material Adverse Effect. (e) The information contained in the Financial Statementsmost recently delivered Borrowing Base Certificate is complete and correct in all material respects.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302004, 2003reported on by Deloitte & Touche, certified by its chief financial officerindependent public accountants. 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, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032004, (i) there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had condition, financial or could reasonably be expected to have otherwise, of the Borrower and its Material Subsidiaries, taken as a Material Adverse Effect whole and (ii) the business of the Borrower or and its Material Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Material Subsidiary has on the date hereof (i) any material Debt (including Disqualified Capital Stock) , except as referred to or reflected or provided for in the Financial Statements, or (ii) 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 incurred outside the ordinary course of the Borrower's or reflected or provided for in the Financial Statementssuch Material Subsidiary's business.

Financial Condition; No Material Adverse Change. (a) The Borrower Issuer has heretofore furnished to the Administrative Agent and the Arranger the Holders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302016, 2003reported on by BDO USA, certified by its chief financial officerLLP independent public accountants. Such financial statements present statement presents fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Issuer and its Consolidated Restricted Subsidiaries as of such dates and for such periods. (b) The most recent financial statements furnished pursuant to Section 6.1(a), present fairly, in all material respects, the financial condition of Issuer and its Consolidated Restricted Subsidiaries on a consolidated basis, 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 the case of the unaudited quarterly financial statements. (bc) Since November 1, 2003, the later of (i) the date hereof and (ii) date of the financial statements most recently delivered pursuant to Section 6.1(a), and after giving effect to the Transactions and the Second Amendment Transactions, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (cd) Neither the Borrower Issuer nor any of its Subsidiaries other Group Member has on the date hereof of this Agreement any material Debt Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for commitments other than in respect of the Financial StatementsObligations and First Lien Secured Obligations.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and comprehensive income (loss), and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2009, reported on by the Borrower’s independent public accountants and certified by its chief financial officer and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032010, 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 subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsfootnotes. (b) Since November 1December 31, 20032009, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof Closing Date 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 StatementsStatements or otherwise disclosed to the Administrative Agent and the Lenders in writing.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and 2010, reported on by Malin, Xxxxxxxx & Company, LLP or other independent public accountants, (ii) its consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending March 31, June 30 and the portion of the fiscal year ended September 30, 20032011, certified by its chief financial officerofficer and (iii) a pro forma consolidated balance sheet as of the Effective Date. Such The financial statements described in clause (i), (ii) and (iii) of the preceding sentence 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, except as therein provided, subject to year-end audit adjustments and the absence of footnotes in the case of the such unaudited quarterly financial statements. (b) Since November 1December 31, 20032010, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 StatementsStatements or disclosed in any Schedules provided for herein prior to the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302012, 2003reported on by PricewaterhouseCoopers LLP, certified by its chief financial officerindependent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent 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 quarterly financial statements. (b) Since November 1December 31, 20032012, (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 or its Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos has been conducted only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither None of the Borrower nor Parent, OP LLC, the Borrower, any of its Subsidiaries Subsidiary or any DevCo 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 commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore has, prior to the Effective Date, furnished to the Administrative Agent and the Arranger the consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries Lenders (i) as of and for the fiscal year ended 2002, Bankruptcy Exit Financial Statements and (ii) a pro forma unaudited consolidated balance sheet of Parent Guarantor and the Consolidated Subsidiaries as of and for the fiscal quarter and Effective Date, after giving effect to the portion making of the fiscal year ended September 30initial extensions of credit hereunder, 2003the application of the proceeds thereof and to the Transactions contemplated to occur on the Effective Date, certified by its chief financial officerBorrower’s Financial Officer. Such The financial statements described above present fairly, in all material respects, the financial position of Parent Guarantor 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 quarterly financial statementsEffective Date. (b) Since November 1the date of the Bankruptcy Exit Financial Statements, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries Guarantor has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or known unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements, including the footnotes thereto, or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent and Lenders, through inclusion in an Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed with the Arranger the SEC, a consolidated balance sheet and consolidated statements of incomeoperations, stockholders cash flows and, with respect to the fiscal year ended December 31, 2014,2016, changes in invested equity and cash flows for comprehensive income (loss) of Parent and the Borrower and its Consolidated Subsidiaries (i) as of the end of and for the fiscal year ended 2002December 31, 2014,2016, reported on by KPMG LLP, independent registered public accounting firm, and (ii) as of the end of and for the fiscal quarter (other than in the case of the statement of cash flows) and the portion of the fiscal year ended September 30March 31, 2003, certified by its chief financial officer2015.2017. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and the Borrower and its Consolidated consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1There has not occurred since December 31, 20032014,2016, (i) there has been no any event, development condition or circumstance that has had or could would reasonably be expected to have a Material Adverse Effect material adverse effect on the business, results of operations, assets or financial condition of Parent and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesSubsidiaries, taken as a whole. (c) Neither Except as disclosed in the Borrower nor any financial statements referred to above or the notes thereto, after giving effect to the Transactions, none of its Parent or the Subsidiaries has on has, as of the date hereof First Amendment Effective Date, 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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302007, 2003reported on by Deloitte & Touche, certified by its chief financial officerindependent public accountants. 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, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032007, (i) there has been no eventmaterial adverse change in the business, development assets, operations, prospects or circumstance that has had condition, financial or could reasonably be expected to have otherwise, of the Borrower and its Material Subsidiaries, taken as a Material Adverse Effect whole and (ii) the business of the Borrower or and its Material Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Material Subsidiary has on the date hereof (i) any material Debt (including Disqualified Capital Stock), except as referred to or reflected or provided for in the Financial Statements, or (ii) 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 incurred outside the ordinary course of the Borrower’s or reflected or provided for in the Financial Statementssuch Material Subsidiary’s business.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and Lenders the Arranger the Borrower’s consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year Fiscal Year ended 2002December 31, 2022, audited by and accompanied by an opinion of Xxxxx Xxxxxxxx LLP, independent public accountants (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 the fiscal quarter Fiscal Quarter and the portion of the fiscal year Fiscal Year ended September 30April 1, 2003, certified by its chief financial officer2023. 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 on a consolidated 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practices[Reserved]. (c) Neither Except as disclosed in the Fourth Amendment Information Memorandum, after giving effect to the Transactions and the Fourth Amendment Transactions, none of the Borrower nor or any Restricted Subsidiary has, as of its Subsidiaries has on the date hereof Fourth Amendment Effective Date, any material Debt (including Disqualified Capital Stock) direct or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized losses. (d) No event, change or anticipated losses from any unfavorable commitmentscondition has occurred that has had, except as referred or would reasonably be expected to or reflected or provided for in the Financial Statementshave, a Material Adverse Effect since December 31, 2022.

Financial Condition; No Material Adverse Change. (a) The Borrower has Loan Parties have heretofore furnished to the Administrative Agent and the Arranger the Lenders their consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2004, reported on by independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032005, 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 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 quarterly financial statements. (b) Since November 1, 2003, (i) there 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 Aurora, the Borrower or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither Aurora, the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and comprehensive income (loss), and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2009, reported on by the Borrower’s independent public accountants and certified by its chief financial officer and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032010, 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 subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsfootnotes. (b) Since November 1December 31, 20032009, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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, except as referred to or reflected or provided for in the Financial StatementsStatements or otherwise disclosed to the Administrative Agent and the Lenders in writing.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished or caused to be furnished to the Administrative Agent and the Arranger the Lenders (i) Centennial Resource Development’s audited consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2017 and (ii) the Borrower’s unaudited consolidated balance sheet and related statements of income and cash flows as of the end of and for the fiscal quarter and the portion of the fiscal year ended September 30such year, 2003in each case, certified by one of its chief financial officerrespective Financial Officers. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations income and cash flows of Centennial Resource Development and the Borrower and its Consolidated Subsidiaries Subsidiaries, respectively, 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.69 (b) Since November 1, 2003, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a No Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesoccurred since December 31, 2017. (c) Neither the Borrower Parent nor any of its Subsidiaries Restricted Subsidiary has on the date hereof hereof, after giving effect to the Transactions, any material Debt (including Disqualified Capital Stock) ), any material liabilities for past due taxes, or any material contingent liabilities, off-balance sheet liabilities or partnershipspartnership liabilities that, liabilities for taxesin each case, unusual forward would be required by GAAP to be reflected or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, 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 date hereof.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year quarter ended 2002March 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer2006. 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 quarterly financial statements. (b) Since November 1December 31, 20032006, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002ending December 31, 2004, reported on by BDO Seidman, LLP, independent public accountants and (ii) as of and for the xxx xxx fiscal quarter and the portion of the fiscal year ended September 30, 20032005, 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 Borrowers and its their Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, GAAP subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032004, (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 or its Borrowers and their Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither of the Borrower Borrowers nor any of its their Subsidiaries has have, 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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002March 31, 2001 reported on by independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032001, 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 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) Since November 1, 2003, Except: (i) there has been no eventas disclosed in the financial statements referred to above or the notes thereto, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) for the business Disclosed Matters and (iii) for the Indebtedness incurred pursuant to the Subordinated Debt Documents, none of the Borrower or its the Subsidiaries has been conducted only in has, as of the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or Effective Date, 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 commitmentswhich could reasonably be expected to result in a Material Adverse Effect. (c) Except for the Disclosed Matters, except as referred to or reflected or provided for since September 30, 2001 there has been no material adverse change in the Financial Statementsbusiness, assets, operations or financial condition of the Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended December 28, 2002, reported on by Deloitte & Touche, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 5, 2003, 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 unaudited quarterly statements referred to in clause (ii) above. The Borrower and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1July 5, 2003, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and Lenders the Arranger the consolidated opening balance sheet and statements of income, stockholders equity and cash flows for the Borrower Parent and its Consolidated Subsidiaries (i) as of the Closing Date. Such balance sheet presents fairly, in all material respects, the financial position of Parent and for the fiscal year ended 2002, and (ii) its Consolidated Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer. Such such date in accordance with GAAP. (b) The most recent financial statements furnished pursuant to Section 8.01(a) or Section 8.01(b) present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower Parent and its Consolidated Subsidiaries as of such dates date thereof 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. (bc) Since November 1December 31, 20032016, (i) and after giving effect to the Transactions, there has been no event, development or circumstance that has had or could would reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (cd) Neither the Borrower nor any of its Subsidiaries other Loan Party has on the date hereof of this Agreement any material Debt Indebtedness (including Disqualified Capital Stock) or any material contingent liabilities, material off-balance sheet liabilities or partnerships, liabilities for taxes, or material and unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for commitments other than in respect of the Financial StatementsSecured Obligations and the Second Lien Debt.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2013, reported on by Xxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the that portion of the fiscal year ended September 30, 2003, certified by its chief financial officer2014. 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 quarterly financial statements. (b) Since November 1December 31, 20032013, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material 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 StatementsStatements or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished or caused to be furnished to the Administrative Agent and the Arranger the Lenders (i) Centennial Resource Development’s audited consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2017 and (ii) the Borrower’s unaudited consolidated balance sheet and related statements of income and cash flows as of the end of and for the fiscal quarter and the portion of the fiscal year ended September 30such year, 2003in each case, certified by one of its chief financial officerrespective Financial Officers. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations income and cash flows of Centennial Resource Development and the Borrower and its Consolidated Subsidiaries Subsidiaries, respectively, 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 annual financial statementsstatements of the Borrower. (b) Since November 1, 2003, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a No Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesoccurred since December 31, 2017. (c) Neither the Borrower Parent nor any of its Subsidiaries Restricted Subsidiary has on the date hereof hereof, after giving effect to the Transactions, any material Debt (including Disqualified Capital Stock) ), any material liabilities for past due taxes, or any material contingent liabilities, off-balance sheet liabilities or partnershipspartnership liabilities that, liabilities for taxesin each case, unusual forward would be required by GAAP to be reflected or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, 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 date hereof.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002January 1, 2000, reported on by Arthxx Xxdexxxx XXP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032000, 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 year -end audit adjustments and the absence of footnotes in the case of the unaudited quarterly statements referred to in clause (ii) above. The Borrower and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1September 30, 20032000, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302012, 2003reported on by PricewaterhouseCoopers LLP, certified by its chief financial officerindependent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent 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 quarterly financial statements. (b) Since November 1December 31, 20032012, (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 Parent, OP LLC, the Borrower or its and the Subsidiaries has been conducted only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither None of the Parent, OP LLC, the Borrower nor or any of its Subsidiaries 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 commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, OP LLC, the Borrower and the Subsidiaries on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent Lenders its (i) audited consolidated balance sheet and statement of income, stockholders equity and cash flows as of and for the Arranger the fiscal year ended December 31, 2016, all reported on by KPMG LLP and (ii) unaudited consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032017, certified by its chief financial officera 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 year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1the “as of” date of the financial statements of the Borrower most recently delivered, 2003or deemed delivered, (ipursuant to Section 8.01(a) or Section 8.01(b), there has been no event, development or circumstance that has had or could be reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries has on the date hereof incurred, created, assumed or suffered to exist 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, Indebtedness except as referred to or reflected or provided for in the Financial Statementspermitted by Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and Lenders the Arranger the consolidated pro forma unaudited balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) after giving effect to the Loans and other Transactions contemplated hereunder and related statements of operations, stockholders’ equity, as of and for the fiscal year ended 2002applicable, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003cash flows, certified by its chief financial officer. Such financial statements present pro forma balance sheet presents fairly, in all material respects, the financial position and results condition of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a consolidated basis, 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. (b) Since November 1the Petition Date, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries the Guarantors 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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders members equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302011, 2003reported on by Xxxxxxxxx Xxxxx & Co., certified by its chief financial officerInc., independent public accountants. Such The financial statements described above 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 quarterly financial statements. (b) Since November 1, 2003, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a No Material Adverse Effect and (ii) has occurred since the business date of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesInitial Financial Statements. (c) Neither Except as listed on Schedule 7.04(c), neither the Borrower nor any of its Subsidiaries Subsidiary has on the date hereof after giving effect to the Transactions, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, material off-balance sheet liabilities or partnershipspartnership liabilities that would be required by GAAP to be reflected or noted in audited financial statements, material liabilities for past due taxes, or any unusual forward or long-term commitments or unrealized or anticipated losses from any such unfavorable commitments, except as referred to or reflected or provided for in the Initial Financial StatementsStatements and the other written information provided by Borrower to Administrative Agent and the Lenders prior to the date hereof.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger Lenders (i) the audited consolidated balance sheet and related statements of income, stockholders equity and cash flows for of the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2017, reported on by BDO USA, LLP, independent public accountants and (ii) the unaudited consolidated balance sheet and related statements of income, stockholders equity and cash flows of the Borrower and its Consolidated Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer2018. Such financial statements statements, together with any notes and management discussions related to such financials appearing in the Borrower’s Form 10-K filed with the SEC on March 15, 2018 and the Borrower’s Form 10-Q filed with the SEC on November 14, 2018 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 and, subject to year-end audit adjustments except as set forth on Schedule 3.04, show all Material Indebtedness and the absence of footnotes in the case other liabilities, direct or contingent, of the unaudited quarterly financial statementsBorrower and its Consolidated Subsidiaries as of the date thereof, including material commitments and Indebtedness. (b) Since November 1October 26, 20032018 (excluding the pendency of the Chapter 11 Cases), (i) there has been no eventevent or circumstance, development either individually or circumstance that in the aggregate, which has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesoccurred. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent Lenders (i) the Borrower's pro forma balance sheet and projected statements of income, members' equity and cash flows for the Arranger period beginning the Effective Date and ending December 31, 2006; and (ii) MOC's consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows for the Borrower and its Consolidated Subsidiaries (iA) as of and for the fiscal year ended December 31, 2002, reported on by KPMG, independent public accountants, and (iiB) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer. Such The Borrower's financial statements were prepared in good faith based upon assumptions believed to be reasonable at the time. MOC's financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower MOC 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 unaudited quarterly financial statements. (b) Since November 1December 31, 20032002, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the The Borrower nor any of its Subsidiaries has does not have 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 StatementsStatements and under Swap Agreements disclosed pursuant to Section 7.19.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2009, reported on by Xxxxxxx XxXxxxxxxx LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032010, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032009, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 taxes or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders members’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302011, 2003reported on by PriceWaterhouseCoopers LLP, certified by its chief financial officerindependent public accountants. 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, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1December 31, 20032011, (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 or and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices (it being understood that the Acquisitions and the Transactions are consistent with past business practices). (c) Neither Other than the Second Lien Term Facility, neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof Effective Date any material Debt – ABL (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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year years ended 2002December 31, 2008, December 31, 2009, and December 31, 2010, reported on by BDO, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032011, 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 the 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 quarterly financial statements. (b) Since November 1December 31, 20032010, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesof business. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the its (i) consolidated balance sheet and statements statement of incomeoperations, stockholders member’s equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and 2005 reported on by Ernst & Young LLP, independent public accountants, (ii) as of and unaudited consolidated financial statements for the fiscal quarter and the portion of the fiscal year ended nine month period ending September 30, 2003, certified by its chief financial officer2006 and (iii) the Initial Reserve Report. 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 quarterly financial statements. (b) Since November 1December 31, 20032005, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its pro forma consolidated balance sheet and statements pro forma condensed consolidated statement of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) operations as of and for the fiscal year ended 2002December 31, and (ii) as of and for 2013. Subject to the fiscal quarter pro forma nature thereof and the portion of other matters addressed in the fiscal year ended September 30footnotes thereto, 2003, certified by its chief financial officer. Such the financial statements described above present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Restricted 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 quarterly financial statements. (b) Since November 1, 2003, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a No Material Adverse Effect and (ii) has occurred since the business date of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesInitial Financial Statements. (c) Neither Except as listed on Schedule 7.04(c), neither the Borrower nor any of its Subsidiaries Restricted Subsidiary has on the date hereof after giving effect to the Transactions, any material Debt (including Disqualified Capital Stock) or any contingent liabilities, material off-balance sheet liabilities or partnershipspartnership liabilities that would be required by GAAP to be reflected or noted in audited financial statements, material liabilities for past due taxes, or any unusual forward or long-term commitments or unrealized or anticipated losses from any such unfavorable commitments, except as referred to or reflected or provided for in the Initial Financial StatementsStatements and the other written information provided by Borrower to Administrative Agent and the Lenders prior to the date hereof.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and Lenders (i) the Arranger the audited consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) and related statements of operations, stockholders’ equity, as applicable, and cash flows as of the end of and for the fiscal year ended 2002December 31, 2011, and (ii) the unaudited consolidated balance sheet for the Borrower and its Consolidated Subsidiaries and related statements of operations, stockholders’ equity, as applicable, and cash flows as of the end of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 20032012, certified by its chief financial officer. Such which financial statements shall be prepared in accordance with GAAP. The financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results condition of operations and cash flows of the Borrower and its Consolidated Subsidiaries on a consolidated basis, 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. (b) Since November 1December 31, 20032011, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries the Guarantors 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) 65. The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 302019, 2003reported on by PricewaterhouseCoopers LLP, certified by its chief financial officerindependent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent 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 quarterly financial statements. (b) 66. Since November 1the Petition Date, 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 or its Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos has been conducted only in the ordinary course course, in all material respects, consistent with past business practices. (c) Neither 67. None of the Borrower nor Parent, OP LLC, the Borrower, any of its Subsidiaries Subsidiary or any DevCo 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 commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, OP LLC, the Borrower, the Subsidiaries and the DevCos on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows (including in the footnotes to such financial statements) or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 30, 2000, reported on by Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032001, 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 Company and its Consolidated consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year -end audit adjustments and the absence of footnotes in the case of the unaudited quarterly statements referred to in clause (ii) above. The Company and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1December 30, 20032000, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither Since December 30, 2000, there has been no development, event or circumstance that has had or could reasonably be expected to have a material adverse effect on the Borrower nor any business, assets, operation or condition, financial or otherwise, of the Company and its Subsidiaries has on a pro forma basis giving effect to the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilitiestransaction contemplated by the Share Purchase Agreement, 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 taken as referred to or reflected or provided for in the Financial Statementsa whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, and 2016, reported on by Xxxxx Xxxxxxxx LLP, (ii) its unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September June 30, 2003, certified by its chief financial officer2017 and (iii) a pro forma consolidated balance sheet as of the Effective Date. Such The financial statements described in clause (a) of the preceding sentence 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 quarterly financial statements. (b) Since November 1December 31, 20032016, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-off balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-long term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2012, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 3028, 20032013, 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 Parent 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) 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, based on the facts and circumstances in existence on the Effective Date and taking into consideration the likelihood of any realization with respect to contingent liabilities, after giving effect to the Transactions, none of the Parent Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses to the extent required to be disclosed in accordance with GAAP. (c) Since November 1December 31, 20032012, (i) there has been no event, development event or circumstance condition that has had or could reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2019, reported on by PricewaterhouseCoopers LLP, independent public accountants and (ii) its unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2003, certified by its chief financial officer2020. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject subject, in the case of clause (ii), to the absence of footnotes and normal year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statementsadjustments. (b) Since November 1the Effective Date, 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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither None of the Parent, OP LLC, the Borrower nor or any of its Subsidiaries Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, material off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any such unfavorable commitmentscommitments that are, except as referred to or reflected or provided for in the Financial Statementsaggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent, OP LLC, the Borrower and the Restricted Subsidiaries on a consolidated basis and are not reflected on such balance sheets and statements of income, stockholders equity and cash flows (including in the footnotes to such financial statements) or otherwise permitted under Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its audited or unaudited, as applicable, consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i1) as of and for the fiscal year ended 2002June 30, 2007, reported on by Xxxxxx & Xxxxxx PC, independent public accountants and (ii2) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032008, certified by its chief financial officerofficer and (ii) the audited consolidated balance sheet and statements of income, stockholders equity and cash flows for Voyager as of December 31, 2007. 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 quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2007, reported on by EKS&H, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30October 31, 20032007, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2004, reported on by Malone & Bailey, PC, independent public accountants, and (ii) as of and for the xx xxd fxx xxx first two fiscal quarter quarters and the portion of the fiscal year ended September June 30, 20032005, 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 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 quarterly financial statements. (b) Since November 1December 31, 20032004, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Administrative Agent Lenders a pro forma balance sheet as of the Effective Date, and such other supporting financial information as the Arranger the consolidated Lenders have requested, and such balance sheet and other information does not contain any material misstatement of fact or omit to state any material fact necessary to make the statements of incometherein, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion in light of the fiscal year ended September 30circumstances under which they were made, 2003, 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 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 quarterly financial statementsnot misleading. (b) Since November 1, 2003the date of the last delivery of financial statements pursuant to Section 8.01, (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 or its Borrowers and their Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither Except as set forth on Schedule 7.21, on the most recent financial statement of the Borrowers delivered pursuant to Section 8.01(a) or (b), or in a certificate delivered pursuant to Section 8.01(d), neither any Borrower nor any of its Subsidiaries 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 taxes 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 and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2010, reported on by Xxxxxxx XxXxxxxxxx LLC, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032011, 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 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 quarterly financial statements. (b) Since November 1September 30, 20032011, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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 taxes or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsfinancial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002April 30, 2013, reported on by KPMG, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 31, 20032013, October 31, 2013 and January 31, 2014, in each case 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 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 quarterly financial statements. (b) Since November 1April 30, 20032013, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002July 31, 2013, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September April 30, 20032014, certified by its chief accounting officer or 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 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 have been reviewed by an independent public accountant reasonably acceptable to the Agent utilizing agreed upon procedures. (b) Since November 1April 30, 20032014, (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 or its Subsidiaries Group has been conducted only in the ordinary course consistent with past business practices. (c) Neither None of the Borrower nor any of its Subsidiaries Group has on the date hereof Effective Date 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 Statementsfinancial statements or as provided for in the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2007, 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 September June 30, 20032008, 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 Parent 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 quarterly financial statements. (b) Since November 1December 31, 20032007, (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 or Parent and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower Parent nor any of its 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 Borrower Holdings has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002January 1, 2006, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30April 2, 20032006, 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 Holdings 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) 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 Holdings, the Parent Borrower or the Subsidiaries (including the Receivables Subsidiary and the Saturn Subsidiary) has, as of the Restatement Effective Date, any contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary and the Saturn Subsidiary), taken as a whole. (c) Since November 1December 31, 20032005, (i) there has been no event, development change or circumstance that occurrence that, individually or in the aggregate, has had or could reasonably be expected to have result in a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent Lenders its (i) audited consolidated balance sheet and statement of income, stockholders equity and cash flows as of and for the Arranger the fiscal year ended December 31, 2013, all reported on by BDO USA, LLP and (ii) unaudited consolidated balance sheet and statements of income, stockholders stockholders’ equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20032014, certified by its chief financial officera 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 year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since November 1March 31, 20032014, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries has on the date hereof incurred, created, assumed or suffered to exist 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 Statementspermitted by Section 9.02.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002January 2, 2005, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 20032005, 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 Holdings 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 unaudited quarterly financial statementsstatements referred to in clause (ii) above. (b) 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 Holdings, the Parent Borrower or the Subsidiaries (including the Receivables Subsidiary and the Saturn Subsidiary) has, as of the Restatement Effective Date, any contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary and the Saturn Subsidiary), taken as a whole. (c) Since November 1December 31, 20032004, (i) there has been no event, development change or circumstance that occurrence that, individually or in the aggregate, has had or could reasonably be expected to have result in a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 20022003, reported on by Weaver and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30Tidwell, 2003L.X.X., indxxxxxxxt public accountants, 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 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 quarterly financial statements. (b) Since November 1December 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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its 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 Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders (i) its consolidated balance sheet and statements of incomeoperations, stockholders stockholders’ equity and comprehensive income (loss), and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002December 31, 2010, reported on by KPMG LLP, independent public accountants and (ii) its unaudited consolidated balance sheet and statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 2003, certified by its chief financial officer2011. 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 quarterly financial statements. (b) Since November 1December 31, 20032010, (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 or and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any of its Subsidiaries 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.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries Lenders (i) as of and its annual audited financial statements for the fiscal year ended 2002December 31, 1997, reported on by Coopers & Lybrand LLP, independent public accountants, and (iixx) as of and xuarterly financial statements for the fiscal quarter and the portion of the fiscal year ended September 30March 31, 20031998, 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 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 quarterly financial statements. statements referred to in clause (ii) above. (b) Since November 1March 31, 20031998, (i) there has been no eventchange, development event or circumstance that which has had or could is reasonably be expected likely to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) Contingent Obligation or liability for any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments leases or unrealized or anticipated losses from any unfavorable commitments, except not reflected in its audited financial statements delivered to the Lender on or prior to the Effective Date or otherwise disclosed to the Lender in writing, which will have or is reasonably likely to have a Material Adverse Effect. 36 (d) Schedule 3.04 sets forth, as referred to or reflected or provided for of the date hereof, all Indebtedness of the Borrower and its Subsidiaries and there are no defaults in the Financial Statementspayment of principal or interest on any such Indebtedness and no payments thereunder have been deferred or extended beyond their stated maturity.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Administrative Agent and the Arranger the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows for the Borrower and its Consolidated Subsidiaries (i) as of and for the fiscal year ended 2002January 3, 2004, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30July 3, 20032004, 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 unaudited quarterly statements referred to in clause (ii) above. The Borrower and its Subsidiaries do not have any material Guarantees, 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 statementsstatements referred to in this paragraph or in the notes thereto (and, in the case of such lease or commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) Since November 1July 3, 20032004, (i) there has been no eventdevelopment, development event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower or its Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffect. (c) Neither the Borrower nor any of its 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.