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

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(B) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, income stockholders equity and cash flows (A) as of and for the fiscal year ended January 2December 31, 20102013, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (B) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3June 30, 2010 and July 3, 20102014, certified by its chief financial officerofficer (or the chief financial officer of the General Partner) (collectively, the “Borrower Financial Statements”), (ii) the Cliffstar Companies’ (A) an audited consolidated balance sheet of the Frio Group and the Related Affiliates as of December 31, 2013 and December 31, 2012 and the related audited consolidated statements of income, stockholders equity income and cash flows as of and for the fiscal year ended January 2, 2010years then ended, and (B) the Frio Group’s (together with certain of its Affiliates’) consolidated unaudited consolidated balance sheet as of March 31, 2014 and statements the related consolidated unaudited statement of income, stockholders equity income and cash flows dated as of June 6for the three-month period then ended (collectively, 2010the “Frio Financial Statements”), and (iii) the Borrower’s pro forma consolidated summary financial statements of statements, Consolidated EBITDA and other operating data in form and substance satisfactory to the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30Administrative Agent, 2010, prepared in each case after giving effect to the Cliffstar Acquisition Transactions as if the Cliffstar Acquisition they had occurred at on such date in the case of any balance sheet and as of the beginning of such periodall of the periods presented in the case of Consolidated EBITDA and other operating data (collectively, certified by its chief financial officerthe “Pro Forma Financial Statements” and, together with the Borrower Financial Statements and the Frio Financial Statements, the “Financial Statements”). Such financial statements in clauses (i) and (ii) The Borrower Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP. The Frio Financial Statements fairly present in all material respects the financial condition, subject results of operations and cash flows of the Frio Group and the Related Affiliates on a consolidated basis as of the respective dates thereof and for the periods therein referred to, all in accordance with GAAP consistently applied throughout the periods involved. The Frio Financial Statements have been prepared from and are in accordance with the accounting records of the Frio Group and the Related Affiliates (and such records are true, correct and accurately reflect in all material respects all transactions engaged in by the members of the Frio Group). Since January 1, 2012, except as set forth in the Frio Financial Statements, there has been no material change of the accounting (tax or otherwise) policies, practices or procedures of any member of the Frio Group. The Pro Forma Financial Statements have been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions were and are believed by the Borrower, on the date thereof and the Effective Date, to be reasonable in light of then current conditions and facts then known by the Borrower), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such periods, assuming that the Transactions have occurred at such dates and at the beginnings of such periods. The representations in this Section 7.04(a), as applicable, are subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovenotes.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companiesshareholders’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2September 29, 20102006, and reported on by Deloitte & Touche LLP, independent public accountants, (Bii) unaudited consolidated the combined balance sheet and statements of incomeincome of certain electronics related subsidiaries and businesses of the Guarantor, stockholders equity and cash flows dated as described in the Electronics Registration Statement, as of June 6and for the fiscal year ended September 29, 20102006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma consolidated financial combined balance sheet and statements of the Company and its Subsidiaries and a income as of such date or for such period, adjusted to give pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if consummation of the Cliffstar Acquisition had occurred at the beginning of such periodSeparation Transactions, certified by its chief financial officerofficer (the “Separation Pro Forma”). Such financial statements in clauses statements, (i) and (iiA) present fairly, in all material respects, the Consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesGuarantor, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bi) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the E Borrower and the E Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Electronics Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Electronics Registration Statement.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to audited consolidated Statement of Financial Position of the Lenders (i) Borrower and its consolidated Subsidiaries as of December 31, 1995 and December 31, 1996 and the Company’s audited consolidated balance sheet statements of operations, statements of shareholders' equity and statements of incomecash flows for the years ended December 31, stockholders equity 1994 and 1995, and for the periods January 1, 1996 to October 16, 1996 and October 17, 1996 to December 31, 1996, the unaudited condensed consolidated statement of financial position of the Borrower and its Subsidiaries at March 31, 1997 and the related unaudited condensed consolidated statements of operations and cash flows (A) as of and for the fiscal year three months ended January 2March 31, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, 1996 and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, 1997 certified by its chief financial officera Responsible Officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect have heretofore been furnished to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officereach Lender. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited statements referred to above. During the period from December 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by Avis and its Subsidiaries of any material part of the business or property of Avis and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in clause (i)(B) aboverelation to the financial condition of Avis and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or that has not otherwise been disclosed in a writing to the Lenders on or prior to the Closing Date.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (Aii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended January 2September 29, 20102006, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (Biii) its pro forma combined balance sheet and statements of income as of and such date or for such period, adjusted to give pro forma effect to the fiscal quarters and the portions consummation of the fiscal year ended April 3, 2010 and July 3, 2010Separation Transactions, certified by its chief financial officer, officer (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer“Separation Pro Forma”). Such financial statements in clauses statements, (i) and (iiA) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesGuarantor, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bi) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companiesshareholders’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2September 29, 20102006, and reported on by Deloitte & Touche LLP, independent public accountants, (Bii) unaudited consolidated the combined balance sheet and statements of incomeincome of certain healthcare related subsidiaries and businesses of the Guarantor, stockholders equity and cash flows dated as described in the Healthcare Registration Statement, as of June 6and for the fiscal year ended September 29, 20102006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma consolidated financial combined balance sheet and statements of the Company and its Subsidiaries and a income as of such date or for such period, adjusted to give pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if consummation of the Cliffstar Acquisition had occurred at the beginning of such periodSeparation Transactions, certified by its chief financial officerofficer (the “Separation Pro Forma”). Such financial statements in clauses statements, (i) and (iiA) present fairly, in all material respects, the Consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesGuarantor, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bi) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the H Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement.

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have heretofore furnished to the Lenders Lender (i) the Company’s Compressco Partners’ unaudited pro forma consolidated balance sheet as of March 31, 2011, and unaudited statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders partners equity and cash flows as of and for the portion of the fiscal year ended January 2March 31, 20102011 (the “Pro Forma Financials”), in each case reflecting on a pro-forma basis the transactions described therein, and (Bii) unaudited audited combined consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows dated of Compressco, Inc., and its subsidiaries, together with certain subsidiaries of TETRA, conducting business in Mexico (collectively, the “Predecessor”) as of June 6, and for the fiscal years 2009 and 2010, and (iii) pro forma unaudited combined consolidated balance sheet and statements of income, shareholders equity and cash flows of the Predecessor as of and for fiscal quarter and the portion of the fiscal year ended March 31, 2011 (collectively with the financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements described in clauses (i) and clause (ii) ), the “Predecessor Financials”). The Pro Forma Financials present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Compressco Partners and its consolidated Subsidiaries and/or as of such dates and for such periods in accordance with GAAP, assuming that the Cliffstar Companies transactions described therein had occurred as of the dates specified therein. The Predecessor Financials present fairly, in all material respects, the financial position and their results of operations and cash flows of Compressco, Inc. and its consolidated Subsidiaries, as the case may berespectively, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovefootnotes.

Financial Condition; No Material Adverse Change. (a) As of their respective dates, each of the SEC Reports and each registration statement, report, proxy statement, information statement or other statement filed by the Company with the Commission after the date hereof and before the Closing Date (collectively, the "Subsequent Reports") (i) was, or will be, as the case may be, timely filed with the Commission; (ii) complied, or will comply, as the case may be, in all material respects, with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and (iii) did not, or will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by Investor its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet as of September 30, 2001 and the related consolidated statements of income, stockholders equity income and cash flows dated flow for the nine months then ended. Each of (x) the Company's unaudited consolidated balance sheet as of June 6September 30, 2010, 2001 and (iiiy) pro forma the consolidated financial statements of balance sheets (including the Company related notes and its Subsidiaries and a pro forma consolidated statement of income of schedules) included in or incorporated by reference into the Borrower for SEC Reports or any Subsequent Reports fairly presents, or will fairly present, as the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairlycase may be, in all material respects, the consolidated financial position of the entities to which it applies as of the date thereof, and each of (i) the Company's unaudited consolidated statements of income and cash flow for the nine months ended September 30, 2001 and (ii) the consolidated statements of income (or statements of results of operations operations), stockholders' equity and cash flows of (including the Company related notes and its consolidated Subsidiaries and/or schedules) included in or incorporated by reference into the Cliffstar Companies and their consolidated SubsidiariesSEC Reports or any Subsequent Reports, fairly presents or will fairly present, as the case may be, in all material respects, the results of operations, retained earnings and cash flows, as the case may be, of the entities to which it applies (on a consolidated basis) for the periods or as of such dates and for such periods the dates, as the case may be, set forth therein, in each case in accordance with GAAP, subject to year-end audit adjustments and GAAP applied on a consistent basis throughout the absence of footnotes periods covered (except as stated therein or in the case notes thereto) and in compliance with the rules and regulations of the statements referred to in clause (i)(B) aboveCommission.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated balance sheet sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008 and related statements of income, stockholders stockholders’ equity and cash flows (A) as of and the Borrower for the fiscal year years ended January 2at December 31, 2010, reported on December 31, 2009 and December 31, 2008, audited by PricewaterhouseCoopers and accompanied by the opinion of Ernst & Young LLP, independent registered public accountantsaccounting firm, and (Bii) an unaudited consolidated balance sheet of the Borrower as at the end of, and related statements of income and for cash flows of the Borrower for, the fiscal quarters quarter and the portions portion of the fiscal year ended April 3September 30, 2010 2011 (and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and comparable periods for the prior fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such periodyear), certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to changes from normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (i)(Bii) above. The Borrower has also heretofore furnished to the Administrative Agent (A) consolidated balance sheets of the Company as at December 31, 2010, December 31, 2009 and December 31, 2008 and related statements of income, stockholders’ equity and cash flows of the Company for the fiscal years ended at December 31, 2010, December 31, 2009 and December 31, 2008, audited by and accompanied by the opinion of Ernst & Young LLP, independent registered public accounting firm, and (B) an unaudited consolidated balance sheet of the Company as at the end of, and related statements of income and cash flows of the Company for, the fiscal quarter and the portion of the fiscal year ended September 30, 2011 (and comparable periods for the prior fiscal year), certified by the chief financial officer of the Company. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (B) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the fiscal year ended January 2, 20101992 through 1996 Fiscal Years, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the fiscal quarters quarter and the portions portion of the fiscal year 1997 Fiscal Year ended April May 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period1997, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respectsrespects and on a consolidated basis, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bii) 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, after giving effect to the Financing Transactions, neither the Borrower nor any of the Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (c) Since February 1, 1997, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries, taken as a whole, except as disclosed in the Borrower's Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 1997.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (Aii) the combined balance sheet and statements of income of certain electronics related subsidiaries and businesses of the Guarantor, as described in the Electronics Registration Statement, as of and for the fiscal year ended January 2September 29, 20102006, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (Biii) its pro forma combined balance sheet and statements of income as of and such date or for such period, adjusted to give pro forma effect to the fiscal quarters and the portions consummation of the fiscal year ended April 3, 2010 and July 3, 2010Separation Transactions, certified by its chief financial officer, officer (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer“Separation Pro Forma”). Such financial statements in clauses statements, (i) and (iiA) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesGuarantor, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bi) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the E Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Electronics Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Electronics Registration Statement.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the CompanyPredecessor Borrower’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2November 30, 20102021, and reported on by Deloitte & Touche LLP, independent public accountants, (Bii) Predecessor Borrower’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6and for the fiscal quarter ending August 31, 20102022, (iii) Vitesse Oil’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2021, reported on by Xxxxxx Xxxxx, LLP, independent public accountants, (iv) Vitesse Oil’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending September 30, 2022, and (iiiv) pro forma consolidated financial projections of balance sheets, income statements of and cash flows presented on a quarterly basis through the Company fiscal year ending December 31, 2023 and its Subsidiaries on a yearly basis for each year during the period commencing January 1, 2024 and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on December 31, 2026 (the last day of projections described in this clause (vi), the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer“Projections”). Such financial statements in clauses (i) and (iiother than the Projections) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Predecessor Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies Vitesse Oil and their consolidated Consolidated Subsidiaries, as the case may berespectively, as of such dates and for such periods in accordance with GAAP. Such Projections present fairly, subject to year-end audit adjustments in all material respects, the projected financial position and the absence results of footnotes in the case operations and cash flows of the statements referred Borrower and its Consolidated Subsidiaries as of such dates and for such periods and such Projections were prepared in good faith based upon assumptions believed by the Borrower to in clause (i)(B) abovebe reasonable at the time made available to the Administrative Agent, it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from such Projections and that the Borrower makes no representation that such projections will be realized.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2December 31, 20102013, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (B) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3June 30, 2010 and July 3, 20102014, certified by its chief financial officerofficer (or the chief financial officer of the General Partner) (collectively, the “Borrower Financial Statements”), (ii) the Cliffstar Companies’ (A) an audited consolidated balance sheet of the Frio Group and the Related Affiliates as of December 31, 2013 and December 31, 2012 and the related audited consolidated statements of income, stockholders equity income and cash flows as of and for the fiscal year ended January 2, 2010years then ended, and (B) the Frio Group’s (together with certain of its Affiliates’) consolidated unaudited consolidated balance sheet as of March 31, 2014 and statements the related consolidated unaudited statement of income, stockholders equity income and cash flows dated as of June 6for the three-month period then ended (collectively, 2010the “Frio Financial Statements”), and (iii) the Borrower’s pro forma consolidated summary financial statements of statements, Consolidated EBITDA and other operating data in form and substance satisfactory to the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30Administrative Agent, 2010, prepared in each case after giving effect to the Cliffstar Acquisition Transactions as if the Cliffstar Acquisition they had occurred at on such date in the case of any balance sheet and as of the beginning of such periodall of the periods presented in the case of Consolidated EBITDA and other operating data (collectively, certified by its chief financial officerthe “Pro Forma Financial Statements” and, together with the Borrower Financial Statements and the Frio Financial Statements, the “Financial Statements”). Such financial statements in clauses (i) and (ii) The Borrower Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP. The Frio Financial Statements fairly present in all material respects the financial condition, subject results of operations and cash flows of the Frio Group and the Related Affiliates on a consolidated basis as of the respective dates thereof and for the periods therein referred to, all in accordance with GAAP consistently applied throughout the periods involved. The Frio Financial Statements have been prepared from and are in accordance with the accounting records of the Frio Group and the Related Affiliates (and such records are true, correct and accurately reflect in all material respects all transactions engaged in by the members of the Frio Group). Since January 1, 2012, except as set forth in the Frio Financial Statements, there has been no material change of the accounting (tax or otherwise) policies, practices or procedures of any member of the Frio Group. The Pro Forma Financial Statements have been prepared in good faith by the Borrower, based on the assumptions stated therein (which assumptions were and are believed by the Borrower, on the date thereof and the Closing Date, to be reasonable in light of then current conditions and facts then known by the Borrower), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects the pro forma consolidated financial position and results of operations of the Borrower and its Consolidated Subsidiaries as of such date and for such periods, assuming that the Transactions have occurred at such dates and at the beginnings of such periods. The representations in this Section 7.04(a), as applicable, are subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovenotes.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished delivered (or caused to have been delivered) to the Lenders Administrative Agent (for distribution to the Lenders) (i) the Company’s consolidated balance sheet of the Company as of December 31, 2021 and December 31, 2022, and related combined statements of operations, comprehensive income, stockholders changes in equity and cash flows (A) as of and the Company for each of the fiscal three years year ended January 2December 31, 20102022, reported on in each case, audited by PricewaterhouseCoopers and accompanied by the opinion of PricewaterhouseCoopers, LLP, independent registered public accountantsaccounting firm, (ii) an unaudited condensed combined balance sheet of the Company as of June 30, 2023, and (B) as condensed combined statements of operations, comprehensive income, changes in equity and cash flows of the Company for the fiscal quarters three and the portions of the fiscal year six months ended April 3June 30, 2010 2023 and July 3June 30, 20102022, certified by its chief financial officerpresident, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010treasure, and (iii) unaudited pro forma consolidated combined statements of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 and an unaudited pro forma combined balance sheet as of June 30, 2023. Such financial statements referred to in clauses (i) and (ii) of this Section 3.04 present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of such date and a for such period in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. Such pro forma consolidated statement of income of financial statements referred to in clause (iii) have been prepared by the Borrower for the twelve-month period ending Company in good faith, based on the last day of assumptions believed by the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect Company to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred be reasonable at the beginning of such periodtime made, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the pro forma consolidated financial position and the pro forma consolidated results of operations of Persons described therein as of the dates thereof and cash flows for the periods covered thereby after giving effect to the Separation and related adjustments in accordance with Article 11 of Regulation S-X; provided that the financial statements set forth in this Section 3.04(a) were delivered when the Company filed the same on a publicly available website of the Company and its consolidated Subsidiaries and/or or the Cliffstar Companies and their consolidated SubsidiariesSEC (e.g., as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(B) above“XXXXX”).

Financial Condition; No Material Adverse Change. (a) The Company has Loan Parties have heretofore furnished to the Lenders (ii)(A) the Company’s consolidated balance sheet sheets and related statements of incomeearnings, stockholders shareholders’ equity and cash flows (A) of the Company and its consolidated Subsidiaries as of and for the fiscal year years ended January 2July 25, 20102009, reported on and July 26, 2008, each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, accountants and (B) the unaudited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of and for the fiscal quarters quarter ended July 25, 2009, and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet sheets and related statements of income, stockholders equity operations and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal year years ended January 31, 2009, and February 2, 20102008, each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP (in the case of fiscal year ending January 31, 2009) and PricewaterhouseCoopers LLP (in the case of fiscal year ending February 2, 2008) and (B) the unaudited consolidated balance sheet and related statements of income, stockholders equity operations and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Acquired Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30August 1, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer2009. Such financial statements (in clauses (i) the case of any financial statements relating to the Acquired Company and (iiits Subsidiaries, solely to the Company’s best knowledge) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or or the Cliffstar Companies Acquired Company and their its consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) and (ii)(B) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (x) as of and for the Companyfiscal year ended December 31, 2005, reported on by Deloitte & Touche LLP, independent public accountants, and (y) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2006, reviewed by Deloitte & Touche LLP and (ii) KCS’s consolidated balance sheet and statements of income, stockholders equity and cash flows (Ax) as of and for the fiscal year ended January 2December 31, 20102005, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (By) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3March 31, 2010 and July 32006, 2010, certified reviewed by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerErnst & Young LLP. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company KCS, Borrower and its consolidated Consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Borrower has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements referred of income, stockholders equity and cash flows as of and for the three-month period ended March 31, 2006 adjusted to give effect to the Merger, this Agreement, and the other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in clause (i)(B) aboveall material respects, the consolidated pro forma financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) (x) the Company’s consolidated balance sheet sheets and related statements of income, stockholders stockholders’ equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries for the fiscal years ended December 31, 2011, 2012 and a pro forma 2013, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accounting firm and (y) unaudited consolidated statement balance sheets and related statements of income income, stockholders’ equity and cash flows of the Borrower Company and its Subsidiaries for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30March 31, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements in clauses (i) 2014 and (ii) (x) the consolidated financial statements of SPTS and its subsidiaries for each of the years ended December 31, 2011, 2012 and 2013, consisting of consolidated balance sheets and related consolidated profit and loss statements and cash flow statements (which include the related notes and schedules thereto and the independent auditor’s report of Ernst & Young, LLP to the members of SPTS) and (y) the unaudited consolidated balance sheets and related unaudited consolidated profit and loss statements and cash flow statements of SPTS and its subsidiaries for the fiscal quarter ended March 31, 2014. Such financial statements, in the case of clause (i) above, present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates date and for such periods period in accordance conformity with GAAPGAAP and, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bii) above, give a true and fair view of the state of SPTS and its consolidated subsidiaries’ affairs as of such date and for such period in accordance with generally accepted accounting principles of the United Kingdom (the financials set forth in this clause (a) the “Required Financials”).

Financial Condition; No Material Adverse Change. (a) The Company has Borrowers have heretofore furnished to the Lenders (ii)(A) the Company’s consolidated balance sheet sheets and related consolidated statements of operations, comprehensive income, stockholders equity and cash flows (A) of the Parent Borrower and its consolidated Subsidiaries as of and for the fiscal year years ended January 2July 26, 20102014, reported on July 27, 2013 and July 28, 2012, in each case, audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche, LLP, independent registered public accountantsaccounting firm, and (B) the unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive income and cash flows of the Parent Borrower and its consolidated Subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended October 25, 2014, January 24, 2015 and April 325, 2010 2015 and July 3, 2010, certified by its chief financial officer, (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet and related consolidated statements of operations, comprehensive income, stockholders stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal year years ended January 31, 2015, February 1, 2014 and February 2, 20102013, each audited by and accompanied by the unqualified opinion of Deloitte & Touche, LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related consolidated statements of incomeoperations, stockholders equity comprehensive income and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Acquired Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30May 2, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer2015. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries or the Acquired Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) and (ii)(B) above.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders (i) (x) the Company’s audited consolidated balance sheet sheets of Parent and its Subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (A) as of Parent and its Subsidiaries on a consolidated basis for the fiscal year periods ended January 2December 31, 20102013, reported on December 31, 2014 and December 31, 2015, audited by PricewaterhouseCoopers LLPand accompanied by the opinion of Xxxx Xxxxx Xxxxxx & Kasierer, independent registered public accountantsaccounting firm, and the related unaudited consolidating financial statements and (By) as unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2016 and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to 2016 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses this clause (ia)(i)(x) and (y), the “Parent Required Financials”) and (ii) (x) the audited consolidated balance sheets of inContact and its Subsidiaries and related statements of income, changes in equity and cash flows of inContact and its Subsidiaries for the periods ended December 31, 2013, December 31, 2014 and December 31, 2015, audited by and accompanied by the opinion of Deloitte & Touche LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of the inContact and its Subsidiaries for the fiscal quarters ended March 31, 2016 and June 30, 2016 (the financial statements set forth in this clause (a)(ii)(x) and (y), the “inContact Required Financials,” and together with Parent Required Financials, the “Required Financials”). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Parent and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated inContact and its Subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and and, in respect of the absence of footnotes inContact Required Financials, subject to the knowledge Parent based on the representations in the case of the statements referred Acquisition Agreement. Each reference in this Section 3.04(a) to in clause (i)(B) abovea “Subsidiary” shall include any Unrestricted Subsidiary.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders (ii)(A) the Company’s audited consolidated balance sheet sheets and related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows (A) of Parent and its consolidated Subsidiaries as of and for the fiscal year years ended January February 1, 2014, February 2, 20102013 and January 28, reported on 2012, each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (B) the unaudited consolidated balance sheets and related statements of operations, shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended April May 3, 2010 2014 and July 3May 4, 2010, certified by its chief financial officer, 2013 and (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet sheets and related statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal year years ended January February 1, 2014, February 2, 20102013 and January 28, 2012 and January 29, 2011, each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related statements of income, stockholders equity operations and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Acquired Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income for each of the Borrower for fiscal quarters and the twelve-month period ending on the last day portions of the most recently completed four fiscal quarter period year ended on June 30May 3, 20102014 and May 4, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer2013. Such financial statements in clauses (i) and (iix) present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or the Acquired Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) aboveand (ii)(B) above and (y) comply in all material respects with the requirements of Regulation S-X under the Securities Act.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (ii)(A) the Company’s consolidated balance sheet sheets and related statements of incomeearnings, stockholders shareholders' equity and cash flows (A) of the Borrower and its consolidated Subsidiaries as of and for the fiscal year years ended January 2July 26, 20102003 and July 31, reported on 2004, each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent public accountants, accountants and (B) the unaudited consolidated balance sheet and related statements of earnings, shareholders' equity and cash flows of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarters quarter ended October 30, 2004, and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet sheets and related statements of income, stockholders shareholders' equity and cash flows of the Company and its consolidated subsidiaries as of and for the fiscal year years ended January 2February 22, 20102003 and February 28, 2004, each audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent public accountants and (B) the unaudited consolidated balance sheet and related statements of income, stockholders shareholders' equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30August 28, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer2004. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries or the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) and (ii)(B) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Administrative Agent and the Lenders (i) the Company’s audited consolidated balance sheet and financial statements of incomethe Borrower, stockholders equity Zynga, and their respective Subsidiaries consisting of balance sheets as of and for March 31, 2022 and March 31, 2021 (in the case of the Borrower) and December 31, 2021 and December 31, 2020 (in the case of Zynga) and the related statements of income and cash flows for such fiscal years, in each case, prepared in accordance with GAAP (Acollectively, the “Audited Financial Statements”) and (ii) the unaudited consolidated financial statements of Zynga and its subsidiaries consisting of balance sheets as of and for the fiscal quarter ended March 31, 2022 (the last date of the last such applicable fiscal year ended January 2or fiscal quarter, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, the “Financial Statements Date”) and (B) as the related statements of income and cash flows for the fiscal quarters and the portions portion of the fiscal year ended April 3then ended, 2010 and July 3in each case, 2010prepared in accordance with GAAP in all material respects or except as set forth therein (the “Unaudited Financial Statements”); provided that, certified by its chief financial officerfor the avoidance of doubt, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows foregoing representation is deemed satisfied as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements date hereof by the prior public filing with the SEC of the Company Audited Financial Statements and its Subsidiaries and a pro forma consolidated statement of income of the Unaudited Financial Statements by the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30and Zynga, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerapplicable. Such financial statements have been prepared in clauses (i) good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies (other than Zynga and their its consolidated Subsidiaries) and Zynga and its consolidated Subsidiaries, as the case may beapplicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bii) above.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) (x) the Company’s audited consolidated balance sheet sheets of Company and its Subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries on a consolidated basis for the periods ended October 31, 2014, October 31, 2015 and a pro forma October 31, 2016, audited by and accompanied by the opinion of KPMG, LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated statement balance sheets and related statements of income income, changes in equity and cash flows of the Borrower Company for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period quarters ended on June January 31, 2017 and April 30, 2010, prepared after giving effect to 2017 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses (ia)(i)(x) and (y), the “Company Required Financials”) and (ii) (x) audited consolidated balance sheets of GCA and related statements of income, changes in equity and cash flows of GCA for the periods ended December 31, 2014, December 31, 2015 and December 31, 2016 and the related unaudited consolidating financial statements and (y) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of GCA for the fiscal quarter ended March 31, 2017 (the financial statements set forth in clauses (a)(ii)(x) and (y), the “GCA Required Financials,” and together with the Company Required Financials, the “Required Financials”). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and the absence of footnotes adjustments. Each reference in the case of the statements referred this Section 3.04(a) to in clause (i)(B) abovea “Subsidiary” shall include any Unrestricted Subsidiary.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) (x) the Company’s audited consolidated balance sheet sheets of Company and its Subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries on a consolidated basis for the periods ended October 31, 2014, October 31, 2015 and a pro forma October 31, 2016, audited by and accompanied by the opinion of KPMG, LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated statement balance sheets and related statements of income income, changes in equity and cash flows of the Borrower Company for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period quarters ended on June January 31, 2017 and April 30, 2010, prepared after giving effect to 2017 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses (ia)(i)(x) and (y), the “Company Required Financials”) and (ii) (x) audited consolidated balance sheets of GCA and related statements of income, changes in equity and cash flows of GCA for the periods ended December 31, 2014, December 31, 2015 and December 31, 2016 and the related unaudited consolidating financial statements and (y) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of GCA for the fiscal quarter ended March 31, 2017 (the financial statements set forth in clauses (a)(ii)(x) and (y), the “GCA Required Financials,” and together with the Company Required Financials, the “Required Financials”). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and the absence of footnotes adjustments. Each reference in the case of the statements referred this Section 3.04(a) to in clause (i)(B) above.a “Subsidiary” shall include any Unrestricted Subsidiary. 106

Financial Condition; No Material Adverse Change. (a) The Company HF Foods has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows of the HF Group (Ai) as of and for the fiscal year ended January 2December 31, 20102018, reported on by PricewaterhouseCoopers Xxxxxxxx LLP, independent public accountants, and (Bii) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3September 30, 2010 and July 3, 20102019, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerFinancial Officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, HF Group as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the statements referred to in clause (i)(Bii) above. (b) B&R has heretofore furnished to the Administrative Agent the consolidated balance sheet and statements of income, stockholders equity and cash flows of the B&R Group (i) as of and for the fiscal year ended December 31, 2018, reported on by Xxxxxxxx LLP, (ii) as of and for the fiscal quarter ended September 30, 2019, certified by its Financial Officer and (iii) as of and for the fiscal month ended November 30, 2019, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the B&R Group and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) B&R Realty has heretofore furnished to the Administrative Agent its consolidated and consolidating balance sheet and statements of income, members' equity and cash flows (i) as of and for the fiscal year ended December 31, 2018, certified by its Financial Officer and (ii) as of and for the nine fiscal month period ended September 30, 2019, certified by its Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of B&R Realty and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes. (d) No event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect on (i) the HF Group since December 31, 2018, (ii) the B&R Group, since December 31, 2018 or (iii) B&R Realty and its Subsidiaries, since December 31, 2018.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders Administrative Agent (i) audited financial information for the Company’s Acquired Business for each of the three full Fiscal Years immediately preceding the Acquisition, as well as for the portion of the current Fiscal Year ending June 30, 2006, addressing revenues and operating expenses, accompanied by a letter from the Ernst & Young that they have reviewed such financial information and they fairly present, in all material respects, the financial position of the Acquired Assets as at the dates indicated; and (ii) Endeavour International's consolidated balance sheet sheets and related statements of income, stockholders shareholder's equity and cash flows (A) as of and for the fiscal year Fiscal Years ended January 2(x) 2003, 2010audited and accompanied by the opinion of LJSoldinger LLP and (y) as of and for the Fiscal Years ended 2004 and 2005, reported on audited and accompanied by PricewaterhouseCoopers the opinion of KPMG LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions portion of the fiscal year Fiscal Year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2006, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company Endeavour International and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Endeavour International and its consolidated Subsidiaries, as of the dates thereof. Such financial statements were prepared (x) with respect to the Acquired Business, in accordance with IFRS, and (y) with respect to Endeavour International, in accordance with GAAP, subject in each case applied on a consistent basis, subject, in the case of unaudited financial statements, to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovefootnotes.

Financial Condition; No Material Adverse Change. (a) The Company has Holding Companies and the Borrowers have heretofore furnished to the Lenders (i) the Company’s consolidated and consolidating balance sheet sheets and related statements of income, stockholders stockholders' equity and cash flows of each of (Ax) the Acquired Businesses, taken as a whole, (y) the Timberlands Assets, on a stand-alone basis and (z) the Operating Businesses, taken as a whole, in each case as of and for (A) the fiscal year years ended January 2December 31, 20102002 and 2003, reported on by PricewaterhouseCoopers KPMG LLP, independent public accountants, and (B) the six-month period ended June 30, 2004 (and the comparable period for 2003), and (ii) with respect to each of July 2004 and August 2004 (and comparable periods for 2003), a copy of Seller Parent's internal operating balance sheet, profit and loss statement, and cash flow statement for each of the Operating Units (as defined in the Acquisition Agreement) and for Seller Parent's aviation division, transportation operations (including the operations of Seller Parent's subsidiaries, Minnesota, Dakota and Western Railroad Company and B C T, Inc.) and its cottonwood farm operations, at and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period to date periods ending on the last day of each such month, together with a balance sheet and a profit and loss statement for Seller Parent's corporate staff departments for each of the most recently completed four fiscal quarter period ended on June 30periods provided for above, 2010certified, prepared after giving effect to in the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning case of such period, certified by its chief financial officer. Such financial statements in clauses delivered pursuant to clause (ii)(B) and (ii) above, by the chief financial officer of each of the Holding Companies. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Acquired Businesses, the Timberland Assets, the Operating Businesses, the Operating Units and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariesother relevant portions of the Seller Parent's business, as the case may be, as of such dates and for such periods periods, in accordance with GAAP, subject subject, in the case of (i)(B) and (ii) above, to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovefootnotes.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) (x) the Company’s audited consolidated balance sheet sheets of Company and its Subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries on a consolidated basis for the periods ended October 31, 2014, October 31, 2015 and a pro forma October 31, 2016, audited by and accompanied by the opinion of KPMG, LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated statement balance sheets and related statements of income income, changes in equity and cash flows of the Borrower Company for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period quarters ended on June January 31, 2017 and April 30, 2010, prepared after giving effect to 2017 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses (ia)(i)(x) and (y), the “Company Required Financials”) and (ii) (x) audited consolidated balance sheets of GCA and related statements of income, changes in equity and cash flows of GCA for the periods ended December 31, 2014, December 31, 2015 and December 31, 2016 and the related unaudited consolidating financial statements and (y) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of GCA for the fiscal quarter ended March 31, 2017 (the financial statements set forth in clauses (a)(ii)(x) and (y), the “GCA Required Financials,” and together with the Company Required Financials, the “Required Financials”). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated 115 Subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and the absence of footnotes adjustments. Each reference in the case of the statements referred this Section 3.04(a) to in clause (i)(B) abovea “Subsidiary” shall include any Unrestricted Subsidiary.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ax) as of and for the fiscal year ended January 2December 31, 20102003, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, accountants and (By) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3June 30, 2010 and July 32004, 2010, certified reviewed by its chief financial officerKPMG LLP, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows of each Target (x) as of and for the 2001, 2002 and 2003 fiscal years, reported on by KPMG LLP, independent public accountants and (y) as of and for the fiscal quarter and the portion of the fiscal year ended January 2June 30, 20102004, certified by its chief financial officer and (Biii) unaudited the consolidated balance sheet and statements of income, stockholders equity and cash flows dated of each GP as of June 6, 2010, and (iii) pro forma consolidated financial statements for the fiscal quarter and the portion of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2004, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Borrower has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements referred of income, stockholders equity and cash flows as of and for the six-month period ended June 30, 2004 adjusted to give effect to the Mergers, this Agreement, and the other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in clause (i)(B) aboveall material respects, the consolidated pro forma financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (ix) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its Subsidiaries (Ai) as of and for the fiscal year ended January 2December 31, 20102014, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3September 30, 2010 and July 3, 20102015, certified by its chief financial officer, and (iiy) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows of Gramercy and its Subsidiaries (i) as of and for the fiscal year ended January 2December 31, 20102014, reported on by Ernst & Young LLP, independent public accountants, and (Bii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements for the fiscal quarter and the portion of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June September 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2015, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies or Gramercy and their its consolidated Subsidiaries, as the case may beapplicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bx)(ii) and clause (y)(ii) above. The Company has heretofore furnished to the Lenders the unaudited pro forma condensed consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2015 (including the notes thereto) and the unaudited pro forma condensed consolidated statements of operations for the six-month period then ended and the year ended December 31, 2014 (including the notes thereto). Such unaudited pro forma condensed financial statements present a good faith estimate of the pro forma consolidated financial position of the Company and its Subsidiaries as of such date, in each case after giving effect to the consummation of the Merger and the payment of fees and expenses related to the Merger.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to audited consolidated Statement of Financial Position of the Lenders (i) Borrower and its consolidated Subsidiaries as of December 31, 1997 and December 31, 1998 and the Company’s audited consolidated balance sheet statements of operations, statements of shareholders' equity and statements of incomecash flows for the years ended December 31, stockholders equity 1997 and 1998, and the unaudited condensed consolidated statement of financial position of the Borrower and its Subsidiaries at March 31, 1999 and the related unaudited condensed consolidated statements of operations and cash flows (A) as of and for the fiscal year three months ended January 2March 31, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, 1998 and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, 1999 certified by its chief financial officera Responsible Officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect have heretofore been furnished to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officereach Lender. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes notes in the case of the unaudited statements referred to above. During the period from December 31, 1998 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower and its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in clause (i)(B) aboverelation to the financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or that is not set forth on Schedule 5.04.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet sheets of the Borrower as at March 31, 2015, March 31, 2014, and March 31, 2013, and related statements of operations, comprehensive income, stockholders stockholders’ equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on fiscal years ended at March 31, 2015, March 31, 2014, and March 31, 2013, audited by and accompanied by the last day opinion of the most recently completed four fiscal quarter period ended on June 30PricewaterhouseCoopers LLP, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerindependent registered public accounting firm. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP. The Borrower has also heretofore furnished to the Lenders (i) consolidated balance sheets of the “Communications Business of Xxxxxxx Corporation” as at December 31, subject to year-2014, and December 31, 2013, and related statements of earnings, comprehensive income, changes in parent’s equity and cash flows for the fiscal years ended at December 31, 2014, and December 31, 2013, audited by and accompanied by the opinion of Ernst & Young LLP, independent registered public accounting firm, and (ii) an unaudited consolidated balance sheet of the “Communications Business of Xxxxxxx Corporation” as at the end audit adjustments of, and related statements of income and cash flows for the fiscal quarter and the absence of footnotes in the case portion of the fiscal year ended March 31, 2015. Such financial statements referred to present fairly, in clause (i)(B) aboveall material respects, the financial position, results of operations and cash flows of the “Communications Business of Xxxxxxx Corporation” as of such dates and for such periods in accordance with GAAP.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders Administrative Agent (A) its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended February 2, 2013, February 1, 2014, January 31, 2015, and each other fiscal year of the Company and its consolidated Subsidiaries ended at least 90 days prior to the Closing Date, reported on by Ernst & Young LLP, a registered public accounting firm, and (ii) as of and for the last day of, and for the most recently completed fiscal quarter (other than the fourth fiscal quarter) of the Company ended after the last fiscal year for which financial statements have been provided pursuant to clause (A)(i) above and ended at least 45 days before the Closing Date, certified by the Company’s chief financial officer and (B) the Target’s consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the fiscal years ended December 29, 2012, December 28, 2013, December 27, 2014, and each other fiscal year of the Target and its consolidated Subsidiaries ended January 2, 2010at least 90 days prior to the Closing Date, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent a registered public accountantsaccounting firm, and (Bii) as of and for the fiscal quarters and the portions of the fiscal year ended April 3last day of, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period (other than the fourth fiscal quarter) of the Target ended on June 30, 2010, prepared after giving effect the last fiscal year for which financial statements have been provided pursuant to clause (B)(i) above and ended at least 45 days before the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerClosing Date. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of with respect to the financial statements referred to in clause (A) above, the Company and its consolidated Subsidiaries and/or and, with respect to the Cliffstar Companies financial statements referred to in clause (B) above, the Target and their its consolidated Subsidiaries, as the in each case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(BA)(ii) and (B)(ii) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of incomeoperations, stockholders changes in shareholders’ equity and cash flows (A) of the Borrower as of and for the fiscal year ended January 2December 31, 20102003, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants(ii) the consolidated balance sheet and statements of operations, changes in shareholders’ equity and (B) cash flows of the Borrower as of and for the fiscal quarters and the portions of the fiscal year quarter ended April 3March 31, 2010 and July 3, 20102004, certified by its the chief financial officerofficer of the Borrower, (iiiii) the Cliffstar Companies’ (A) audited consolidated consolidating balance sheet and statements of incomeoperations, stockholders changes in shareholders’ equity and cash flows of each of the Borrower and its Subsidiaries as of and for the fiscal year ended January 2December 31, 20102003 and the fiscal quarter ended March 31, and 2004, in each case certified by the chief financial officer of the Borrower, (Biv) unaudited the consolidated balance sheet and statements of incomeoperations, stockholders changes in shareholders’ equity and cash flows dated of Pre-Merger FBR as of June 6and for the fiscal year ended December 31, 20102002, reported on by PriceWaterhouseCoopers LLP and (iiiv) pro forma the consolidated financial balance sheet and statements of the Company operations, changes in shareholders’ equity and its Subsidiaries cash flows of FBR Asset as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending fiscal year ended December 31, 2002, reported on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerKPMG LLP. Such financial statements as at December 31, 2003 and March 31, 2004 present fairly (in clauses (i) and (ii) present fairlythe case of said consolidated statements), in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as (in the case may beof said consolidating financial statements) the respective unconsolidated financial position of each of the Borrower and its Subsidiaries and the unconsolidated results of their respective operations, as of such dates and for such periods in accordance with GAAP, subject (in the case of each financial statement as at March 31, 2004 and each consolidating financial statement referred to above) to year-end audit adjustments and the absence of footnotes footnotes. Except as referred to or reflected or provided in such balance sheets (or the related footnotes) as at December 31, 2003, in the case Borrower’s report on Form 10-K for the fiscal year ended December 31, 2003 or in the Borrower’s report on Form 10-Q for the fiscal quarter ended March 31, 2004, none of the statements referred Borrower nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are required to be disclosed by GAAP or in clause (i)(B) above.such reports on Form 10-K or 10-Q.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (ix) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its Subsidiaries (Ai) as of and for the fiscal year ended January 2December 31, 20102014, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (Bii) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3September 30, 2010 and July 3, 20102015, certified by its chief financial officer, and (iiy) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows of Gramercy and its Subsidiaries (i) as of and for the fiscal year ended January 2December 31, 20102014, reported on by Ernst & Young LLP, independent public accountants, and (Bii) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements for the fiscal quarter and the portion of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June September 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2015, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their Gramercy and its consolidated Subsidiaries, as the case may beapplicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bx)(ii) and clause (y)(ii) above. The Company has heretofore furnished to the Lenders the unaudited pro forma condensed consolidated balance sheet of the Company and its Subsidiaries as at June 30, 2015 (including the notes thereto) and the unaudited pro forma condensed consolidated statements of operations for the six-month period then ended and the year ended December 31, 2014 (including the notes thereto). Such unaudited pro forma condensed financial statements present a good faith estimate of the pro forma consolidated financial position of the Company and its Subsidiaries as of such date, in each case after giving effect to the consummation of the Merger and the payment of fees and expenses related to the Merger.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company Borrower and its Subsidiaries consolidated subsidiaries consisting of audited consolidated balance sheets as of January 31, 2015 and a pro forma January 31, 2016 and audited consolidated statement income statements and statements of income stockholders’ equity and cash flows for each of the fiscal years of the Borrower ended January 31, 2014, January 31, 2015 and January 31, 2016, (ii) audited consolidated financial statements of the Target and its subsidiaries consisting of audited consolidated balance sheets as of December 31, 2014 and December 31, 2015 and audited consolidated statements of operations and comprehensive income (loss), statements cash flows and statements of stockholders’ equity for each of the twelve-month period ending on fiscal years of the Target and its subsidiaries ended December 31, 2013, December 31, 2014 and December 31, 2015, (iii) unaudited interim consolidated financial statements of the Borrower and its consolidated subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of the Borrower and its consolidated subsidiaries as of the last day of the most recently completed four fiscal quarter period of the Borrower and its consolidated subsidiaries ended on June September 30, 20102016 and (B) an unaudited interim consolidated income statement, prepared after giving effect to statement of cash flows and statement of stockholder’s equity of the Cliffstar Acquisition Borrower and its consolidated subsidiaries for the most recent six or nine month, as if applicable, fiscal period of the Cliffstar Acquisition had occurred at Borrower and its consolidated subsidiaries ended September 30, 2016 and (iv) unaudited interim consolidated financial statements of the beginning Target and its subsidiaries consisting of such period(A) an unaudited interim consolidated balance sheet of the Target and its subsidiaries as of the last day of the fiscal quarter of the Target and its subsidiaries ended September 30, certified by 2016 and (B) an unaudited interim consolidated statement of operations and comprehensive income (loss), statement of cash flows and statement of stockholders’ equity of the Target and its chief financial officersubsidiaries for the six or nine month, as applicable, fiscal period of the Target and its subsidiaries ended September 30, 2016. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations the Borrower and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesTarget, as the case may beapplicable, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence (all of footnotes which, when taken as a whole, would not be materially adverse) and, in the case of the statements referred to in clause (i)(Biii) aboveand clause (iv), the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Company Parent has heretofore furnished to the Lenders (ii)(A) the Company’s audited consolidated balance sheet sheets and related consolidated statements of incomeoperationsearnings, stockholders shareholders’ equity and cash flows (A) of Parent and its consolidated Subsidiaries as of and for the fiscal year years ended January February 1, 2014, February 2, 20102013 and3, reported on 2018, January 28, 2012,2017 and January 30, 2016, each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (B) the unaudited consolidated balance sheets and related statements of operations, shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended April May 3, 2010 2014 and July 3May 4, 2010, certified by its chief financial officer, 2013 and (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet sheets and related statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal year years ended January February 1, 2014, February 2, 20102013 and January 28, 2012 and January 29, 2011, each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related statements of income, stockholders equity operations and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Acquired Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income for each of the Borrower for fiscal quarters and the twelve-month period ending on the last day portions of the most recently completed four fiscal quarter period year ended on June 30May 3, 20102014 and May 4, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. 2013.. Such financial statements in clauses (i) and (iix) present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or the Acquired Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) aboveand (ii)(B) above and (y) comply in all material respects with the requirements of Regulation S-X under the Securities Act.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (ii)(A) the Company’s consolidated balance sheet sheets and related statements of incomeoperations, stockholders shareholders’ equity and cash flows (A) of the Company and its consolidated Subsidiaries as of and for the fiscal year years ended January 2July 30, 2011 and July 31, 2010, reported on each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (B) the unaudited consolidated balance sheets and related statements of operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended October 29, 2011, January 28, 2012 and April 328, 2010 2012 and July 3, 2010, certified by its chief financial officer, (iiii)(A) the Cliffstar Companies’ (A) audited consolidated balance sheet sheets and related statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal year years ended January 228, 20102012 and January 29, 2011, each audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related statements of income, stockholders equity operations and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Acquired Company and its Subsidiaries consolidated subsidiaries as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30April 28, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer2012. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or or the Cliffstar Companies Acquired Company and their its consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(B) and (ii)(B) above.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders shareholders equity and cash flows as of and for the fiscal year ended January 2September 29, 20102006, reported on by Deloitte & Touche LLP, independent public accountants, and (Bii) unaudited consolidated its pro forma Consolidated balance sheet and statements of income, stockholders equity and cash flows dated income as of June 6such date and for such period, 2010, and (iii) adjusted to give pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if consummation of the Cliffstar Acquisition had occurred at the beginning of such periodSeparation Transactions, certified by its chief financial officerofficer (the “Separation Pro Formas”). Such financial statements, (A) in the case of the financial statements described in clauses clause (i) and (ii) ), present fairly, in all material respects, the Consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, Guarantor 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 (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Topaz Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in clause (i)(B) abovethe Topaz Registration Statement.

Financial Condition; No Material Adverse Change. (aw) The Company Parent has heretofore furnished to the Lenders (i) (x) the Company’s audited consolidated balance sheet sheets of Parent and its Subsidiaries on a consolidated basis, and related statements of income, stockholders changes in equity and cash flows (A) as of Parent and its Subsidiaries on a consolidated basis for the fiscal year periods ended January 2December 31, 20102013, reported on December 31, 2014 and December 31, 2015, audited by PricewaterhouseCoopers LLPand accompanied by the opinion of Xxxx Xxxxx Xxxxxx & Kasierer, independent registered public accountantsaccounting firm, and the related unaudited consolidating financial statements and (By) as unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of Parent and its Subsidiaries for the fiscal quarters ended March 31, 2016 and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to 2016 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses this clause (ia)(i)(x) and (y), the "Parent Required Financials") and (ii) (x) the audited consolidated balance sheets of inContact and its Subsidiaries and related statements of income, changes in equity and cash flows of inContact and its Subsidiaries for the periods ended December 31, 2013, December 31, 2014 and December 31, 2015, audited by and accompanied by the opinion of Deloitte & Touche LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of the inContact and its Subsidiaries for the fiscal quarters ended March 31, 2016 and June 30, 2016 (the financial statements set forth in this clause (a)(ii)(x) and (y), the "inContact Required Financials," and together with Parent Required Financials, the "Required Financials"). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company Parent and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated inContact and its Subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and and, in respect of the absence of footnotes inContact Required Financials, subject to the knowledge Parent based on the representations in the case of the statements referred Acquisition Agreement. Each reference in this Section 3.04(a) to in clause (i)(B) abovea "Subsidiary" shall include any Unrestricted Subsidiary.

Financial Condition; No Material Adverse Change. (a) ------------------------------------------------ The Company has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of incomeoperations, stockholders shareholders' equity and cash flows flows, in each case for the Company and its consolidated Subsidiaries other than the Starpower Group, (A) as of and for the fiscal year ended January 2December 31, 20101998, reported on by PricewaterhouseCoopers LLPPriceWaterhouseCoopers LLP ("PWC"), independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year quarter ended April 3March 31, 2010 and July 3, 20101999, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited Starpower's consolidated balance sheet and statements of incomeoperations, stockholders shareholders' equity and cash flows (A) as and for the fiscal year ended December 31, 1998, reported on by PWC, independent accountants, and (B) as of and for the fiscal quarter ended March 31, 1999, and (iii) the unaudited consolidating balance sheet and related consolidating statement of operations for the Company and its consolidated Restricted Subsidiaries, including Starpower,(A) as of and for the fiscal year ended January 2December 31, 20101998, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30March 31, 20101999, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, in each case certified by its the Company's chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Restricted Subsidiaries and/or and of the Cliffstar Companies and their consolidated SubsidiariesStarpower Group, as the case may be, as of such dates and for such periods in accordance with GAAP, in the case of the financial statements referred to in clauses (i) and (ii) and in accordance with Adjusted Accounting Principles in the case of the financial statements referred to in clause (iii), subject to year-end audit adjustments in the case of interim statements and to the absence of footnotes and other disclosures in the case of the statements referred to in clause (i)(B), (ii)(B) and (iii) above.

Financial Condition; No Material Adverse Change. (a) The Company ChampionX Corp has heretofore furnished to the Lenders Arranger (i) the Company’s unaudited consolidated balance sheet sheets and related statements of income, stockholders comprehensive income and cash flows of ChampionX Corp for the fiscal quarter of ChampionX Corp ended Xxxxx 00, 0000, (xx) ChampionX Corp’s audited consolidated balance sheet as of the fiscal years ended December 31, 2019 and December 31, 2018 and audited consolidated statements of operations, shareholders’ equity and cash flows (A) as of and for the such fiscal year years then ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) a pro forma consolidated financial statements balance sheet and related statement of the Company operations of ChampionX Corp and its Subsidiaries as of and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30March 31, 2010, prepared 2020 after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning ChampionX Transactions, all of such period, certified by its chief financial officer. Such which financial statements have been prepared in clauses accordance with GAAP, subject in the case of the unaudited financial statements to (iA) the absence of footnote disclosures and other presentation items and (iiB) changes resulting from normal year-end adjustments (none of which are material). After giving effect to the transactions contemplated by the ChampionX Merger Agreement, ChampionX Corp represents and warrants to the Administrative Agent and each of the Lenders that such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company ChampionX Corp and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may bein each case, on a consolidated basis, as of such dates and for such periods in accordance with GAAPGAAP consistently applied. The Administrative Agent hereby acknowledges that ChampionX Corp’s public filings with the SEC on the SEC’s Electronic Data Gathering, subject to yearAnalysis and Retrieval system of any required audited financial statements on Form 10-end audit adjustments K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) and the absence of footnotes in the case (ii), as applicable, of the statements referred to in clause (i)(B) abovefirst sentence of this Section 3.04(a).

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of incomeoperations, stockholders changes in shareholders’ equity and cash flows (A) of the Borrower as of and for the fiscal year ended January 2December 31, 20102004, reported on by PricewaterhouseCoopers PriceWaterhouseCoopers LLP, independent public accountants(ii) the consolidated balance sheet and statements of operations, changes in shareholders’ equity and (B) cash flows of the Borrower as of and for the fiscal quarters and the portions of the fiscal year quarter ended April 3March 31, 2010 and July 3, 20102005, certified by its the chief financial officer, officer of the Borrower and (iiiii) the Cliffstar Companies’ (A) audited consolidated consolidating balance sheet and statements of incomeoperations, stockholders changes in shareholders’ equity and cash flows of each of the Borrower and its Subsidiaries as of and for the fiscal year ended January 2December 31, 20102004 and the fiscal quarter ended March 31, and (B) unaudited consolidated balance sheet and statements of income2005, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated in each case certified by the chief financial statements officer of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerBorrower. Such financial statements as at December 31, 2004 and March 31, 2005 present fairly (in clauses (i) and (ii) present fairlythe case of said consolidated statements), in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as (in the case may beof said consolidating financial statements) the respective unconsolidated financial position of each of the Borrower and its Subsidiaries and the unconsolidated results of their respective operations, as of such dates and for such periods in accordance with GAAP, subject (in the case of each financial statement as at March 31, 2005 and each consolidating financial statement referred to above) to year-end audit adjustments and the absence of footnotes footnotes. Except as referred to or reflected or provided in such balance sheets (or the related footnotes) as at December 31, 2004, in the case Borrower’s report on Form 10-K for the fiscal year ended December 31, 2004 or in the Borrower’s report on Form 10-Q for the fiscal quarter ended March 31, 2005, none of the statements referred Borrower nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are required to be disclosed by GAAP or in clause (i)(B) above.such reports on Form 10-K or 10-Q.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ai) as of and for the fiscal year ended January 2August 25, 2010, 2018 reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, accountants and (Bii) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3May 25, 2010 and July 3, 20102019, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerFinancial Officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to the year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(Bii) aboveof the immediately preceding sentence. (b) The Company has heretofore furnished to the Lenders its pro forma consolidated balance sheet and related pro forma consolidated statement of income for the twelve-month period ended August 25, 2018, prepared giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). Such pro forma consolidated balance sheet and related pro forma consolidated statement of income (i) has been prepared by the Company in good faith, based on assumptions believed by the Company to be reasonable at the time such assumptions were made and (iii) presents fairly, in all material respects, the pro forma financial position of the Company and its consolidated Subsidiaries as of such date as if the Transactions had occurred on such date. (c) Since August 25, 2018, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole. SECTION 3.05.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows as of and for the fiscal year years ended January 2December 31, 20102014, December 31, 2015 and December 31, 2016, audited by and accompanied by the opinion of BDO USA, LLP, independent registered public accounting firm; (Bii) its unaudited consolidated balance sheet and statements of incomeoperations, stockholders shareholders’ equity and cash flows dated as of and for the fiscal quarters ended March 31, 2017, June 630, 20102017 and September 30, and 2017, (iii) pro forma audited consolidated financial statements of LDI consisting of a consolidated balance sheet as of December 31, 2016 and the Company and its Subsidiaries and a pro forma related consolidated statement statements of income of the Borrower and retained earnings, shareholders’ equity and cash flows for the twelve-period beginning August 17, 2016 through December 31, 2016 and (iv) unaudited consolidated financial statements of LDI consisting of (1) a consolidated balance sheet as of December 31, 2015 and the related financial statements for the fiscal year ended December 31, 2015, (2) a consolidated balance sheet as of October 31, 2016 and the related financial statements for the ten month period ending on the last day beginning January 1, 2016 through October 31, 2016, and (3) a consolidated balance sheet as of the most recently completed four fiscal quarter period ended on June September 30, 20102017 and the related financial statements for the nine month period beginning January 1, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2017 through September 30, certified by its chief financial officer2017. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and position, results of operations and cash flows of (x) in the case of clauses (i) and (ii) above, the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates date and for such periods period in accordance with GAAPGAAP and (y) in the case of clauses (iii) and (iv) above, LDI and its consolidated subsidiaries as of such date and for such period in accordance with GAAP (in the case of unaudited statements of each of the Company and LDI and their respective subsidiaries, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i)(B) abovefootnotes).

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet and statements of income, stockholders equity and cash flows (Ax) as of and for the fiscal year ended January 2December 31, 20102003, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (By) as of and for the fiscal quarters quarter and the portions portion of the fiscal year ended April 3June 30, 2010 and July 32004, 2010, certified reviewed by its chief financial officerKPMG LLP, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows of each Target (x) as of and for the 2001, 2002 and 2003 fiscal years, reported on by KPMG LLP, independent public accountants and (y) as of and for the fiscal quarter and the portion of the fiscal year ended January 2June 30, 20102004, certified by its chief financial officer and (Biii) unaudited the consolidated balance sheet and statements of income, stockholders equity and cash flows dated of each GP as of June 6, 2010, and (iii) pro forma consolidated financial statements for the fiscal quarter and the portion of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2004, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Borrower has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements referred of income, stockholders equity and cash flows as of and for the six-month period ended June 30, 2004 adjusted to give effect to the Mergers, this Agreement, and the other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in clause (i)(B) aboveall material respects, the consolidated pro forma financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to each of the Lenders (i) consolidated and consolidating balance sheets of the Company’s Borrower and its Subsidiaries as at December 31, 1996 and the related consolidated balance sheet and consolidating statements of income, stockholders equity retained earnings and cash flows (A) as of the Borrower and its Subsidiaries for the fiscal year ended January 2on such date, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and with the opinion thereon (B) as in the case of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited such consolidated balance sheet and statements) of Ernst & Young LLP, and the unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at September 30, 1997 and the related consolidated and consolidating statements of income, stockholders equity retained earnings and cash flows of the Borrower and its Subsidiaries for the nine-month period ended on such date and (ii) consolidated and consolidating balance sheets of Intelicom and its Subsidiaries as at March 31, 1997 and the related consolidated and consolidating statements of income, retained earnings and cash flows of Intelicom and its Subsidiaries for the fiscal year ended January 2on such date, 2010, and with the opinion thereon (B) unaudited in the case of such consolidated balance sheet and statements) of Ernst & Young LLP, and the unaudited consolidated and consolidating balance sheets of Intelicom and its Subsidiaries as at September 30, 1997 and the related consolidated and consolidating statements of income, stockholders equity retained earnings and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company Intelicom and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelvesix-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerdate. Such All such financial statements in clauses (i) and (ii) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or or Intelicom and its Subsidiaries, as the Cliffstar Companies case may be, and their consolidated (in the case of such consolidating financial statements) the respective unconsolidated financial position of the Borrower and of each of its Subsidiaries or Intelicom and its Subsidiaries, as the case may be, as of at such dates and the consolidated and unconsolidated results of their operations for the fiscal year and nine-month period or six-month period, as the case may be, ended on such periods dates (subject, in accordance with GAAPthe case of such financial statements as at September 30, subject 1997, to normal year-end audit adjustments adjustments), all in accordance with generally accepted accounting principles and the absence of footnotes in the case practices applied on a consistent basis. None of the statements Borrower, Intelicom or their respective Subsidiaries had on the Closing Date any material contingent liabilities, 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 clause (i)(B) abovesuch balance sheets as at such dates.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (iix) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements sheets of the Company and its Subsidiaries subsidiaries on a consolidated basis, and a pro forma consolidated statement related statements of income income, changes in equity and cash flows of the Borrower Company and its subsidiaries on a consolidated basis for the twelve-month period ending on periods ended December 31, 2012, December 31, 2013 and December 31, 2014, audited by and accompanied by the last day opinion of Pricewaterhouse Coopers LLP, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of the most recently completed four Company and its subsidiaries for the fiscal quarter period quarters ended on March 31, 2015, June 30, 20102015 and September 30, prepared after giving effect to 2015 (the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer. Such financial statements set forth in clauses this clause (ia)(i)(x) and (y), the “Company Required Financials”) and (ii) (x) the audited consolidated balance sheets of EZ Chip and its subsidiaries and related statements of income, changes in equity and cash flows of EZ Chip and its subsidiaries for the periods ended December 31, 2012, December 31, 2013 and December 31, 2014, audited by and accompanied by the opinion of Xxxx Xxxxx Xxxxxx & Kasierer, independent registered public accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated and consolidating balance sheets and related statements of income, changes in equity and cash flows of the EZ Chip and its subsidiaries for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015 (the financial statements set forth in this clause (a)(ii)(x) and (y), the “EZ Chip Required Financials”, and together with the Company Required Financials, the “Required Financials”). The Required Financials present fairly, in all material respects, the financial position and position, results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies subsidiaries and their consolidated SubsidiariesEZ Chip and its subsidiaries, as the case may berespectively, as of such dates date and for such periods period in accordance conformity with GAAP, subject subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments and and, in respect of the absence EZ Chip Required Financials, subject to the knowledge of footnotes the Company based on the representations in the case of the statements referred to in clause (i)(B) aboveAcquisition Agreement.

Financial Condition; No Material Adverse Change. (a) The Company Holdings has heretofore furnished to the Lenders (i) the Company’s audited consolidated financial statements of Holdings and its consolidated subsidiaries consisting of audited consolidated balance sheet sheets as of January 31, 2015 and January 31, 2016 and audited consolidated income statements and statements of income, stockholders stockholders’ equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions each of the fiscal year years of Holdings ended April 3January 31, 2010 2014, January 31, 2015 and July 3January 31, 2010, certified by its chief financial officer2016, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company Target and its Subsidiaries subsidiaries consisting of audited consolidated balance sheets as of December 31, 2014 and a pro forma December 31, 2015 and audited consolidated statement statements of operations and comprehensive income (loss), statements cash flows and statements of stockholders’ equity for each of the Borrower for fiscal years of the twelve-month period ending on Target and its subsidiaries ended December 31, 2013, December 31, 2014 and December 31, 2015, (iii) unaudited interim consolidated financial statements of Holdings and its consolidated subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of Holdings and its consolidated subsidiaries as of the last day of the most recently completed four fiscal quarter of Holdings and its consolidated subsidiaries ended July 31, 2016 and (B) an unaudited interim consolidated income statement, statement of cash flows and statement of stockholder’s equity of Holdings and its consolidated subsidiaries for the most recent six month fiscal period of Holdings and its consolidated subsidiaries ended on June July 31, 2016 and (iv) unaudited interim consolidated financial statements of the Target and its subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of the Target and its subsidiaries as of the last day of the fiscal quarter of the Target and its subsidiaries ended September 30, 20102016 and (B) an unaudited interim consolidated statement of operations and comprehensive income (loss), prepared after giving effect to statement of cash flows and statement of stockholders’ equity of the Cliffstar Acquisition as if Target and its subsidiaries for the Cliffstar Acquisition had occurred at nine month fiscal period of the beginning of such periodTarget and its subsidiaries ended September 30, certified by its chief financial officer2016. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations Holdings and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated SubsidiariesTarget, as the case may beapplicable, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence (all of footnotes which, when taken as a whole, would not be materially adverse) and, in the case of the statements referred to in clause (i)(Biii) aboveand clause (iv), the absence of footnotes.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders each Credit Party (i) a copy of its Form 10-K for the Company’s fiscal year ending September 30, 1997, containing the audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as of September 30, 1997 and September 30, 1996, and the related consolidated statements of income, stockholders stockholders' equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officerperiods then ended, (ii) the Cliffstar Companies’ (A) audited consolidated unaudited consolidating balance sheet sheets of the Borrower and its Subsidiaries and the related unaudited consolidating statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2September 30, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, 1997 and (iii) pro forma a copy of its Form 10-Q for the fiscal quarter ending December 31, 1997, containing the unaudited consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income balance sheets of the Borrower and its consolidated Subsidiaries for such fiscal quarter, together with the related statements of income and cash flows for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerthen ended. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the quarterly and consolidating statements referred to above in clause clauses (i)(Bii) aboveand (iii). Except as fully reflected in such financial statements, there are no material liabilities or obligations of a nature required by GAAP to be set forth in such financial statements or the footnotes thereto with respect to the Borrower or any of its Subsidiaries of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due). Since September 30, 1997, there has been no Material Adverse change.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated its audited balance sheet and related statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of incomeincome or operations, stockholders equity and cash flows as of and for the fiscal year ended January 2December 31, 20102017, reported on by Xxxxx Xxxxxxxx LLP (without a “going concern” or like qualification or exception and (Bwithout any qualification or exception as to the scope of such audit) unaudited consolidated balance sheet to the effect that such financial statements present fairly in all material respects the financial condition and statements results of income, stockholders equity operations of the Borrower and cash flows dated its Consolidated Subsidiaries as of June 6such date and for such period in accordance with GAAP consistently applied, 2010, and (iiiii) pro forma the audited consolidated financial statements of the Company Blue Ridge and its Subsidiaries consolidated subsidiaries for the fiscal year ended December 31, 2017 reported on by BDO USA, LLP (without a “going concern” or like qualification or exception and a pro forma without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of Blue Ridge and its consolidated statement subsidiaries as of income such date and for such period in accordance with GAAP consistently applied, (iii) the unaudited consolidated quarterly financial statements of each of the Borrower and its Consolidated Subsidiaries, and Blue Ridge and its consolidated subsidiaries for the twelve-month period ending on fiscal quarter ended September 30, 2018, (iv) the last day unaudited pro forma financial statements of combined operations of the most recently completed four Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the fiscal quarter period year ended on June 30December 31, 20102017, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition Merger had occurred at been consummated on January 1, 2017, (v) the beginning unaudited pro forma statement of such periodcombined operations of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the six months ended September 30, certified by 2018, as if the Merger had been consummated on January 1, 2017 and (vi) the unaudited pro forma condensed combined balance sheet of the Borrower and its chief financial officerConsolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries as of September 30 2018, as if the Merger had been consummated on September 30, 2018. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower and its Consolidated Subsidiaries (or Blue Ridge and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiariessubsidiaries, as the case may be, ) as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments adjustments, reclassifications and the absence of footnotes in the case of the statements referred to in clause (i)(B) aboveunaudited quarterly financial statements.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s its consolidated balance sheet sheets and the related consolidated statements of income and comprehensive income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companieschanges in shareholders’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year years ended January 2September 30, 2009, September 30, 2010, and September 30, 2011, audited by and accompanied by the opinion of KPMG LLP, an independent registered public accounting firm, (Bii) unaudited its consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma related consolidated statement of income as of and for the fiscal quarter and the portion of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June 30December 31, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2011, certified by its chief financial officer, (iii) the combined balance sheets as of December 31, 2009, and December 31, 2010, and the related combined statements of operations, changes in stockholder’s equity and cash flows for the fiscal years ended December 31, 2008, December 31, 2009, and December 31, 2010, in each case of the Acquired Companies and their consolidated subsidiaries, audited by and accompanied by the opinion of Ernst & Young LLP, an independent registered public accounting firm, (iv) the combined balance sheet and related combined statement of income of the Acquired Companies and their consolidated subsidiaries as of and for the portion of the fiscal year ended September 30, 2011, certified by the chief financial officer of the Acquired Companies, (v) the consolidated balance sheets and related statements of income of each of its banking or broker-dealer Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended December 31, 2011, and (vi) the consolidated balance sheets and related statements of income of each of the banking or broker-dealer subsidiaries of the Acquired Companies as of and for each of the fiscal quarters and the portion of the fiscal year ended March 31, 2011, June 30, 2011, and September 30, 2011. Such financial statements in clauses (i) and (iiany additional financial statements delivered pursuant to Section 4.02(f)) present fairly, in all material respects, the financial position and position, results of operations and and, where applicable, cash flows of the Company Borrower and its consolidated Subsidiaries and/or and the Cliffstar Acquired Companies and their consolidated Subsidiariessubsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause clauses (i)(Bii), (iv), (v) and (vi) above; provided that, with respect to any such financial statements of the Acquired Companies and/or their consolidated subsidiaries, the foregoing representation is made only to the knowledge of the Borrower.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders (i) the Company’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) of Holdings and its Subsidiaries as of and for the fiscal year years ended January 2December 31, 20102006, 2007 and 2008, reported on by PricewaterhouseCoopers Ernst & Young LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its Subsidiaries as of and for the fiscal year years ended January 2December 31, 20102006, 2007 and 2008, reported on by Ernst & Young LLP, independent public accountants, (Biii) unaudited the consolidated balance sheet and statements of incomeincome of Holdings and its Subsidiaries as of and for the fiscal quarter ended September 26, stockholders equity 2009 and the portion of the fiscal year ended September 26, 2009, together with the consolidated statement of cash flows dated as of June 6Holdings and its Subsidiaries for the portion of the fiscal year ended September 26, 20102009, certified by Holdings’ chief financial officer, and (iiiiv) pro forma the consolidated financial balance sheet and statements of income of the Company and its Subsidiaries as of and a pro forma for the fiscal quarter ended September 26, 2009 and the portion of the fiscal year ended September 26, 2009, together with the consolidated statement of income cash flows of the Borrower Company and its Subsidiaries as of and for the twelve-month period ending on fiscal quarter and the last day portion of the most recently completed four fiscal quarter period year ended on June 30September 26, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period2009, certified by its the Company’s chief financial officerofficer (collectively, the “Historical Financial Statements”). Such financial statements in clauses (i) and (ii) The Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries, and of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(Biii) and (iv) above.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows (i) as of and for the fiscal years ended July 31, 2013, July 31, 2014 and July 31, 2015, audited by and accompanied by an opinion of KPMG LLP, independent public accountants (in the case of the fiscal years ended July 31, 2013 and July 31, 2014) and Deloitte & Touche LLP, independent public accountants (in the case of the fiscal year ended July 31, 2015) (in each case, 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 and the portion of the fiscal year ended October 31, 2015 (and comparable period for the prior fiscal year), certified by the Borrower’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and the Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (ii) above. The Borrower has heretofore furnished to the Lenders the Company’s consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders stockholders’ equity and cash flows (Ai) as of and for the fiscal year years ended January 2December 31, 20102014, reported on December 31, 2013 and December 31, 2012, audited by PricewaterhouseCoopers and accompanied by an opinion of Ernst & Young LLP, independent public accountantsaccountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), and (Bii) as of and for the fiscal quarters and the portions of the fiscal year ended April 3March 31, 2010 and July 32015, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2, 2010, and (B) unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 20102015 and September 30, prepared after giving effect to 2015 (and comparable periods for the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerprior fiscal year). Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its subsidiaries on a consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clause (i)(Bii) above.

Financial Condition; No Material Adverse Change. (a) The Company has Loan Parties have heretofore furnished to the Lenders (i) the Company’s audited consolidated balance sheet sheets of Parent and its Subsidiaries as of each of the Fiscal Years ended January 28, 2006, February 3, 2007 and February 2, 2008 and the notes thereto and the related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows (A) as of Parent and its Subsidiaries for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officerFiscal Years then ended, (ii) the Cliffstar Companies’ (A) audited unaudited consolidated balance sheet sheets of Parent and its Subsidiaries as of the Fiscal Quarter ending May 3, 2008 and the related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows as of Parent and its Subsidiaries for the fiscal year Fiscal Quarter then ended January 2, 2010, and (Biii) unaudited consolidated balance sheet sheets of Parent and its Subsidiaries as of each of the Fiscal Months ending after the most recent Fiscal Quarter referred to in clause (ii) above and more than thirty (30) days prior to the Closing Date and the related consolidated statements of incomeoperations, stockholders shareholders’ equity and cash flows dated as of June 6, 2010, and (iii) pro forma consolidated financial statements of the Company Parent and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officerFiscal Months then ended. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Parent and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (i)(Bii) and (iii) above.

Financial Condition; No Material Adverse Change. (a) The Company Guarantor has heretofore furnished to the Lenders Administrative Agent (i) the Company’s consolidated its Consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companiesshareholders’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2September 29, 20102006, reported on by Deloitte & Touche LLP, independent public accountants, and (Bii) unaudited consolidated its pro forma Consolidated balance sheet and statements of income, stockholders equity and cash flows dated income as of June 6such date and for such period, 2010, and (iii) adjusted to give pro forma consolidated financial statements of the Company and its Subsidiaries and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if consummation of the Cliffstar Acquisition had occurred at the beginning of such periodSeparation Transactions, certified by its chief financial officerofficer (the “Separation Pro Formas”). Such financial statements, (A) in the case of the financial statements described in clauses clause (i) and (ii) ), present fairly, in all material respects, the Consolidated financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, Guarantor 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 (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the T Borrower and the Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Topaz Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in clause (i)(B) abovethe Topaz Registration Statement.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the Company’s consolidated combined carve-out financial statements for those businesses of the Borrower carved-out of ED&F Man and transferred to Xxxxxxx WSC Acquisition Corp., including the balance sheet and statements of incomeoperations, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders stockholders' equity and cash flows as of and for the fiscal year ended January 2October 31, 20102008, and reported on by Ernst & Young LLP, London, England, independent public accounts, (Bii) the audited financial statements of Xxxxxxx WSC Acquisition Corp. as of December 31, 2008, reported on by Xxxxxxxxx, Kass & Company, P.C., (iii) the unaudited financial statements of Xxxxxxx WSC Acquisition Corp. as of September 30, 2008, including its consolidated balance sheet and statements of incomeoperations, stockholders stockholders' equity and cash flows dated as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2008, certified by its chief financial officer, (iv) its consolidated balance sheet and statements of operations, stockholders' equity and cash flows as of and for the fiscal quarter and the portion of the fiscal year ended June 630, 20102009, certified by its chief financial officer and (iiiv) its pro forma consolidated financial statements of operations and cash flows for the Company fiscal quarter and its Subsidiaries and a pro forma consolidated statement of income the portion of the Borrower for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period year ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition 2009 as if the Cliffstar Acquisition had occurred at the beginning as of such periodJanuary 1, 2009, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Borrower, its Consolidated Subsidiaries and its consolidated Subsidiaries and/or the Cliffstar Companies and their consolidated Subsidiaries, as the case may be, of Xxxxxxx WSC Acquisition Corp. as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements unaudited quarterly financial statements, or in the case of the pro forma financial information, the pro forma financial position and results of operations as of the dates set forth therein. Since the Effective Date, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Subsidiary has, on the date hereof after giving effect to the Transactions, any Material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in clause (i)(B) abovethe Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Company Borrower has heretofore furnished to the Lenders (i) the CompanyPredecessor Borrower’s consolidated balance sheet and statements of income, stockholders equity and cash flows (A) as of and for the fiscal year ended January 2, 2010, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (B) as of and for the fiscal quarters and the portions of the fiscal year ended April 3, 2010 and July 3, 2010, certified by its chief financial officer, (ii) the Cliffstar Companies’ (A) audited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended January 2November 30, 20102021, and reported on by Deloitte & Touche LLP, independent public accountants, (Bii) Predecessor Borrower’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows dated as of and for the fiscal quarter ending August 31, 2022, (iii) Vitesse Oil’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2021, reported on by Xxxxxx Xxxxx, LLP, independent public accountants, (iv) Vitesse Oil’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending June 630, 20102022, and (iiiv) pro forma consolidated financial projections of balance sheets, income statements of and cash flows presented on a quarterly basis through the Company fiscal year ending December 31, 2023 and its Subsidiaries on a yearly basis for each year during the period commencing January 1, 2024 and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on December 31, 2026 (the last day of projections described in this clause (vi), the most recently completed four fiscal quarter period ended on June 30, 2010, prepared after giving effect to the Cliffstar Acquisition as if the Cliffstar Acquisition had occurred at the beginning of such period, certified by its chief financial officer“Projections”). Such financial statements in clauses (i) and (iiother than the Projections) present fairly, in all material respects, the financial position and results of operations and cash flows of the Company Predecessor Borrower and its consolidated Subsidiaries and/or the Cliffstar Companies Vitesse Oil and their consolidated Consolidated Subsidiaries, as the case may berespectively, as of such dates and for such periods in accordance with GAAP. Such Projections present fairly, subject to year-end audit adjustments in all material respects, the projected financial position and the absence results of footnotes in the case operations and cash flows of the statements referred Borrower and its Consolidated Subsidiaries as of such dates and for such periods and such Projections were prepared in good faith based upon assumptions believed by the Borrower to in clause (i)(B) abovebe reasonable at the time made available to the Administrative Agent, it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from such Projections and that the Borrower makes no representation that such projections will be realized.