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

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) Holdings has heretofore furnished to the Lenders the Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Target and its subsidiaries dated May 27, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Parent Borrower and its Subsidiaries as of March 31May 27, 20152011, and the related consolidated pro forma statement of operations income of the Parent Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Parent Borrower and its Subsidiaries as of March 31May 27, 20152011, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateAugust 27, 2010, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(c) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries consolidated subsidiaries and Holdings and its consolidated subsidiaries, as applicable, as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The unaudited consolidated statements of financial position of the Target and its subsidiaries at March 31, 2016 (A) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (B) fairly present in all material respects the financial condition of the Target and its subsidiaries as of the date thereof, subject, in the case of clauses (iA) and (iiB), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, 2016 and the related consolidated pro forma statement consolidated statements of operations of the Borrower as of and for the twelve-twelve month period then ended March 31, 2016, in each case of Holdings and its Subsidiaries (such pro forma balance sheet and statement statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries consolidated subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Target and its subsidiaries as of May 31, 2018 and the unaudited consolidated income statement for the three-month period ended May 31, 2018 (i) were prepared in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods covered therebysuch three-month period, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet as of June 30, 2018 and the pro forma consolidated statements of income for the twelve month period ended June 30, 2018 of Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31June 30, 20152018, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing Effective Date, there has been no Material Adverse Effect. (e) No Default or Event of Default has occurred and is continuing.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated September 30, 2012 and the related consolidated statements of operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March November 30, 2012, and a related reconciliation of estimated pro forma adjusted EBITDA for the twelve months ended November 30, 2012, the fiscal year ended December 31, 2015, 2012 and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended certain other historical periods to EBITDA (such pro forma balance sheet and statement of operationsreconciliation, the “Pro Forma Financial Statements”), which have been prepared giving effect to the acquisition of Corplex, Inc. and the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis Pro Forma Basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at November 30, 20152012, and on a Pro Forma Basis their estimated results of operations adjusted EBITDA for the periods covered therebysuch periods, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2011, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the Lenders its consolidated pro forma balance sheet and consolidated statements of operations and comprehensive income and cash flows (i) as of and for the fiscal year ended December 31, 2014, audited by and accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) as of and for the fiscal quarters and the portions of the Borrower and its Subsidiaries as of fiscal year ended March 31, 2015, June 30, 2015, and September 30, 2015 (and comparable periods for the related consolidated pro forma statement prior fiscal year), certified by a Responsible 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 (except as approved by such accountants or such Responsible Officer, as applicable, and disclosed therein), subject to normal year-end audit adjustments and the twelve-month period then ended absence of certain footnotes in the case of the statements referred to in clause (such ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet and statement as of operationsSeptember 30, the “Pro Forma Financial Statements”)2015, which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such the Transactions had occurred as of occurred, on such date (date. Such pro forma consolidated balance sheet has been prepared by the Borrower in good faith based on the same assumptions used to prepare the pro forma consolidated balance sheet included in the case of such balance sheet) or at the beginning of such period Information Memorandum (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on which assumptions are believed by the Borrower on the date hereof to be reasonable as of reasonable) and subject to the date of delivery thereofqualifications and limitations contained in the notes attached thereto and in the Information Memorandum, and present fairly presents fairly, in all material respects on a respects, the pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its the Subsidiaries as of March 31such date, 2015, and their estimated results of operations for the periods covered thereby, assuming that as if the Transactions had actually occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto, in the Information Memorandum or in the public reports of the Borrower filed or furnished with the SEC prior to the Effective Date, after giving effect to the Transactions, none of the Borrower or any Restricted Subsidiary has, as of such date (in the case of such balance sheet) Effective Date, any material direct or at the beginning of such period (in the case of such statement of operations)contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since Other than as may be disclosed by the Closing Borrower in the public reports of the Borrower filed or furnished with the SEC prior to the Effective Date, there since December 31, 2014, no development or event has been no occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then of twelve fiscal months of the Lead Borrower ended on or about September 30, 2020 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Lead Borrower and its Subsidiaries as at the fiscal quarter of March 31the Lead Borrower ended on or about September 30, 2015, and their estimated results of operations for the periods covered thereby2020, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Company Target and its Subsidiaries consolidated subsidiaries and WME and its consolidated subsidiaries, as applicable, as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The unaudited consolidated statements of financial position of the Target and its subsidiaries and of WME and its subsidiaries, in each case, at September 30, 2013 and the unaudited consolidated statements of income, comprehensive income and cash flows for the nine-month period ended September 30, 2013 (i) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Target and its subsidiaries and WME and its subsidiaries, as applicable, as of the date thereof and for such nine-month periods, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet as of December 31, 2013 and the Borrower pro forma consolidated statements of operations for the twelve month period ended December 31, 2013 of Holdings and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries as of March December 31, 20152013, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2012, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower subsidiaries as of and for the twelve-month period then ended ending on November 30, 2020 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31November 30, 2015, and their estimated results of operations for the periods covered thereby2020, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Historical Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Restricted Subsidiaries as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, subjectexcept as otherwise expressly indicated therein, including the notes thereto. (b) As of the Effective Date, all material written factual information (other than projections, estimates, other forward-looking information and information of a general economic nature or industry specific nature, the “Information”) that has been made available to any Lenders, the Specified Lender Advisors or the Administrative Agent, directly or indirectly, by, or at the request of, Holdings, the Borrower or any of its Subsidiaries or by any of their respective representatives on behalf of Holdings, the Borrower or any of its Subsidiaries, in connection with the case Loans or other transactions contemplated hereby, when taken as a whole, after giving effect to all supplements and updates provided thereto, was correct in all material respects as of clauses the date such Information, supplement or update was furnished to such Persons and did not, taken as a whole as of such date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto); provided that, with respect to any projections, Holdings and the Borrower represent only that such projections, when taken as a whole, were prepared in good faith based upon assumptions believed by them to be reasonable at the time delivered, it being understood that (i) such projections are merely a prediction as to future events and are not to be viewed as facts or a guarantee of performance, (ii)) such projections are subject to significant uncertainties and contingencies, to many of which are beyond the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet control of the Borrower and its Subsidiaries as of March 31, 2015, and (iii) no assurance can be given that any particular projections will be realized and that actual results during the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that by any such projections may differ significantly from the Transactions had actually occurred as of projected results and such date differences may be material. (in the case of such balance sheetc) or at the beginning of such period (in the case of such statement of operations)[Reserved]. (d) Since Other than as disclosed in writing to the Closing Specified Lender Advisors and/or the Term Lenders prior to the Effective Date, since the last day of the fiscal year ending closest to December 31, 2022, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements Borrowers have heretofore furnished to the Administrative Agent (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyaudited consolidated balance sheet of the Company and its subsidiaries and related consolidated statements of income, except cash flows and stockholders’ equity as otherwise expressly noted therein of and for the Fiscal Year ended December 31, 2014, and (ii) fairly the unaudited consolidated balance sheet of the Company and its subsidiaries and related consolidated statements of income, cash flows and stockholders’ equity as of and for the Fiscal Quarters ended September 30, 2015 and December 31, 2015. Such financial statements present fairly, in all material respects respects, the consolidated financial condition of the Acquired Company position and its Subsidiaries as of the respective dates thereof and their results of operations and cash flows of the Company as of such dates and for the period covered thereby such periods in accordance with GAAP consistently applied throughout GAAP, subject to the period covered thereby, except as otherwise expressly noted thereinabsence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (ii) above. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout Borrowers have heretofore delivered to the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects Administrative Agent the financial condition unaudited pro forma consolidated balance sheet of the Acquired Company Holdings and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated related pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower income as of and for the twelve-twelve month period then ended (such pro forma balance sheet and statement of operationsending December 31, the “Pro Forma Financial Statements”)2015, which have been prepared after giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such the statement of operationsincome). The Pro Forma Financial Statements have Such pro forma consolidated balance sheet and income statement has been prepared in good faith, based on assumptions believed faith by the Borrower to be reasonable as of the date of delivery thereofCompany, and present fairly in all material respects on a it being understood that no such pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March balance sheet shall be required to include adjustments for purchase accounting. (c) Since December 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date, there has been no event or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect. For purposes of this clause (c) of Section 3.04, on the Closing Date (but not any subsequent date), “Material Adverse Effect” shall mean “Company Material Adverse Effect.”

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Commitment Parties the consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then of twelve fiscal months of the Lead Borrower ended on or about September 30, 2020 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Lead Borrower and its Subsidiaries as at the fiscal quarter of March 31the Lead Borrower ended on or about September 30, 2015, and their estimated results of operations for the periods covered thereby2020, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements most recent financial statements delivered by the Borrower pursuant to (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebycase of Parent, except as otherwise expressly noted therein Sections 5.02(a) or 5.02(b) and (ii) fairly in the case of the Borrower, Section 5.02(c)(i) (A) in the case of Parent, (1) present fairly, in all material respects respects, the financial condition and the results of the Acquired Company and its Subsidiaries operations of Parent as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in accordance with GAAP and (2) do not contain any “going concern” or similar exception or disclosure (other than as expressly permitted under Section 5.02) relating to the viability of the business of Parent and (B) in the case of clauses the Borrower, have been prepared by the Borrower in good faith and present fairly, in all material respects, the financial information of the Borrower set forth therein as of the date thereof. (b) Immediately after the consummation of the transactions that occurred or are to occur on the Amendment Effective Date, (i) the fair value of the assets of the Borrower exceeded the probable amount of its debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property of the Borrower was greater than the amount that was required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become matured, (iii) the Borrower was able to pay the probable amount of its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become matured and (ii), iv) the Borrower did not have unreasonably small capital with which to the absence of footnotes carry on its business as then conducted and as proposed to normal year-end audit adjustmentsbe conducted. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31Since June 30, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date2020, there has been no Material Adverse Effect, provided that the impacts of the COVID-19 pandemic on the business, assets, operations, property or financial condition of the Borrower and its Subsidiaries taken as a whole that (A) have already occurred and were disclosed in writing to the Lenders or in the filings by the Parent with the SEC and (B) that were reasonably foreseeable (in consequence and duration) in light of any event, development or circumstance described in the foregoing clause (A) (provided that any such additional impacts described in this clause (B) are similar to the previously disclosed impacts described in the foregoing clause (A)), will in each case be disregarded for purposes of determining whether there has occurred a material adverse change on the ability of the Borrower to fulfill its material obligations to be performed under the Loan Documents.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Target and its consolidated subsidiaries and the Company and its Subsidiaries consolidated subsidiaries, as applicable, as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The unaudited consolidated statements of financial position of (i) the Target and its subsidiaries at March 31, 2016 and the unaudited consolidated statements of income, comprehensive income and cash flows for the three month period ended March 31, 2016 and (ii) the Company and its consolidated subsidiaries, at March 31, 2016 and the unaudited consolidated statements of income, comprehensive income and cash flows for the three month period ended March 31, 2016, in each case, (A) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (B) fairly present in all material respects the financial condition of the Target and its subsidiaries and the Company and its consolidated subsidiaries, as applicable, as of the date thereof and for such three month periods, subject, in the case of clauses (iA) and (iiB), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet as of April 29, 2016 and the pro forma consolidated statements of operations for year ended January 29, 2016, in each case of the Borrower Company and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries entities to which they relate as of the respective dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its Subsidiaries (other than Target and its subsidiaries) as of March 31, 2017 and the unaudited consolidated balance sheet of Target and its subsidiaries as of March 31, 2017 and, in each case, related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, as applicable) and cash flows for the three-month periods ended on March 31, 2017 and 2016 (i) were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries (other than Target and its subsidiaries) or Target and its subsidiaries, as applicable, as of the dates date thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 20152017, and the a related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period twelve months then ended (such pro forma balance sheet and pro forma statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing DateDecember 31, 2016, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated September 30, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Effective Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31at September 30, 20152011, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at September 30, 20152011, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateSeptember 30, 2011, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout internally-generated unaudited consolidated balance sheet of Holdings dated December 31, 2013 and the related internally-generated consolidated statements of earnings and cash flows of Holdings for the twelve-month period covered therebyended December 31, except as otherwise expressly noted therein, and (ii) 2013 fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Holdings as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Restricted Subsidiaries as at the last day of March 31, 2015the most recently completed four-fiscal-quarter period ended at least 45 days prior to the Effective Date, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2013, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition unaudited pro forma consolidated balance sheet of the Acquired Company Holdings and its Subsidiaries as of December 31, 2010, prepared after giving effect to the respective dates thereof Transaction as if the Transaction had occurred as of such date (including the notes thereto) (the “Pro Forma Balance Sheet”) and their results the unaudited pro forma consolidated statement of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve12-month period then ended December 31, 2010, prepared after giving effect to the Transaction as if the Transaction had occurred at the beginning of such period (such pro forma balance sheet and statement of operationstogether with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect to based on the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Annual Financial Statements and the Quarterly Financial Statements and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Target and its Subsidiaries as of March at December 31, 2015, 2010 and their estimated results of operations for the period covered thereby. (b) The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of the Target as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, assuming that the Transactions had actually occurred (i) except as of such date otherwise expressly noted therein and (ii) subject, in the case of such balance sheet) or at the beginning quarterly financial statements, to changes resulting from normal year-end adjustments and the absence of such period (in the case of such statement of operations)footnotes. (dc) Since the Closing DateNo event, there change or condition has been no occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired SPAC and the Company and its Subsidiaries (as applicable) as of the respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired SPAC and the Company and its Subsidiaries (as applicable) as of the dates date thereof and their respective results of operations for the periods covered thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet and related pro forma consolidated income statements of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsSeptember 30, the “Pro Forma Financial Statements”)2019, which have been prepared after giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such the Transactions had occurred as of such date (in the case of such the pro forma balance sheet) or at as of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at September 30, 20152019, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since December 31, 2018, nothing shall have occurred, and no condition or circumstance shall exist, that has had, or would be reasonably be expected to have, individually or in the Closing Dateaggregate, there has been no a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of Holdings and the Acquired Company and its Subsidiaries Target as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings dated November 30, 2011 and the related consolidated statements of earnings and cash flows of Holdings for the six- month period ended November 30, 2011 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Holdings as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower Holdings and its Restricted Subsidiaries as of March 31at February 29, 20152012, and the related consolidated pro forma statement of operations earnings of the Borrower as of Holdings and its Restricted Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsearnings, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Restricted Subsidiaries as of March 31at February 29, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateMay 31, 2011, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared prepared, as applicable, in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries such Persons as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings and its subsidiaries dated June 30, 2015 and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Closing Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries subsidiaries as of March 31at June 30, 2015, and the related consolidated pro forma statement of operations income of Holdings and the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries subsidiaries as of March 31at June 30, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) On and as of the Closing Date, the projections of Holdings and its Subsidiaries for the period of Fiscal Year 2015 through and including Fiscal Year 2020 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings; provided the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material. (e) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended ending on April 30, 2018 (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at April 30, 20152018, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the Lenders its consolidated pro forma balance sheet and statements of income, stockholders’ equity and cash flows (i) as of and for the fiscal year ended 2023, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2023, certified by a Financial Officer. Such financial statements present fairly the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Neither the Borrower nor any Subsidiary thereof has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in Section 3.4(a) or in the notes thereto. No Material Adverse Effect has occurred since December 31, 2023 and no other facts or circumstances exist nor has any development or event occurred that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (c) All balance sheets, all statements of income and of cash flows and all other financial information of the Borrower and its Subsidiaries as of March 31, 2015furnished pursuant to Section 5.1 have been and will for the periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) do or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and will present fairly in all material respects on a pro forma basis the consolidated financial condition of the Persons covered thereby as at the dates thereof and in accordance with GAAP the estimated financial position results of their operations for the periods then ended. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries as delivered pursuant to Section 5.1(d) were prepared in good faith on the basis of March 31the assumptions stated therein, 2015which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and their estimated results of operations for the periods covered therebyrepresented, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning time of delivery, the Borrower’s best estimate of its future financial condition and performance, it being understood that such period forecasts (in i) are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the case Borrower’s control, that no assurance can be given that any particular projections will be realized, that actual results may differ and that such differences may be material and adverse and (ii) are not a guarantee of such statement of operations)performance. (d) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (iaudited financial statements referenced in Sections 4.01(h) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii5.01(a) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and their results of operations on a consolidated basis for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its Subsidiaries referenced in Sections 4.01(h) and 5.01(b) and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated unaudited pro forma condensed balance sheet as of June 30, 2017 of the Borrower and its Subsidiaries as and the unaudited pro forma condensed statements of March income for the year ended December 31, 2015, 2016 and the related consolidated pro forma statement of operations six months ended June 30, 2017 of the Borrower as of and for its Subsidiaries included in the twelve-month period then ended Schedule TO (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Effective Date Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015Subsidiaries, and their its estimated results of operations for the periods covered thereby, assuming that the Effective Date Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) Since the Closing Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then of twelve fiscal months of the Lead Borrower ended on or about September 30, 2021 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Lead Borrower and its Subsidiaries as at the fiscal quarter of March 31the Lead Borrower ended on or about September 30, 2015, and their estimated results of operations for the periods covered thereby2021, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein thereby and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower dated September 30, 2012 and the related consolidated statements of income and cash flows of the Borrower for the three month period ended September 30, 2012 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, thereby and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31at September 30, 20152012, and the related consolidated pro forma statement of operations income of the Borrower as of and its Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at September 30, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) The Borrower and its Subsidiaries have no Indebtedness, obligation or other unusual forward or long term commitment which is not fairly reflected in the foregoing financial statements or in the notes thereto. (e) Since the Closing DateDecember 31, 2011, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments[reserved]. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Administrative Agent the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March December 31, 20152016, and the related consolidated pro forma statement of operations of the Borrower and its Subsidiaries as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March December 31, 20152016, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing DateDecember 31, 2016, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared prepared, as applicable, in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries such Persons as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings and its subsidiaries dated September 30, 2019 and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Closing Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries subsidiaries as of March at December 31, 20152019, and the related consolidated pro forma statement of operations income of Holdings and the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries subsidiaries as of March at December 31, 20152019, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) On and as of the Closing Date, the projections of Holdings and its Subsidiaries for the fiscal year ending December 31, 2020 through and including the fiscal year ending December 31, 2022 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings; provided the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material. (e) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Target and its consolidated subsidiaries and the Company and its Subsidiaries consolidated subsidiaries, as applicable, as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The unaudited consolidated statements of financial position of (i) the Target and its subsidiaries at March 31, 2016 and the unaudited consolidated statements of income, comprehensive income and cash flows for the three month period ended March 31, 2016 and (ii) the Company and its consolidated subsidiaries, at April 29, 2016 and the unaudited consolidated statements of income, comprehensive income and cash flows for the three month period ended April 29, 2016, in each case, (A) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (B) fairly present in all material respects the financial condition of the Target and its subsidiaries and the Company and its consolidated subsidiaries, as applicable, as of the date thereof and for such three month periods, subject, in the case of clauses (iA) and (iiB), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet as of April 29, 2016 and the pro forma consolidated statements of operations for year ended January 29, 2016, in each case of the Borrower Company and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement statements of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for AMERICAS 107903477 the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower subsidiaries as of and for the twelve-month period then ended ending on November 30, 2020 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31November 30, 2015, and their estimated results of operations for the periods covered thereby2020, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (iaudited financial statements referenced in Sections 4.01(h) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii5.01(a) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and their results of operations on a consolidated basis for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its Subsidiaries referenced in Sections 4.01(h) and 5.01(b) and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated unaudited pro forma condensed balance sheet as of June 30, 2017 of the Borrower and its Subsidiaries as and the unaudited pro forma condensed statements of March income for the year ended December 31, 2015, 2016 and the related consolidated pro forma statement of operations six months ended June 30, 2017 of the Borrower as of and for its Subsidiaries included in the twelve-month period then ended Schedule TO (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015Subsidiaries, and their its estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) Since the Closing Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein thereby and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries entities to which they relate as of the respective dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries entities to which they relate as of the dates date thereof and their results of operations and cash flows for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes certain information and to normal year-end audit adjustmentsnote disclosures normally included in the consolidated financial statements prepared under GAAP. (c) The unaudited pro forma combined results of operations of Parent for each of the fiscal year ended December 31, 2013 and three months ended March 31, 2014 as presented in the Form 10 filed by Parent and for the three months ended June 30, 2014 provided to the Lenders (consistent with the methodology used in preparing the pro forma financial statements included in the Form 10) give effect to the spinoff of Parent from NorthStar Realty Finance Corp. as if the spinoff had occurred on January 1, 2013 (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Parent to be reasonable as of the date of delivery thereof. (d) The Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Parent and its Subsidiaries as of March 31September 30, 2015, 2015 and the a related consolidated pro forma statement of operations and reconciliation of the Borrower as of and estimated pro forma adjusted Consolidated EBITDA for the twelve-month period twelve months then ended (such pro forma balance sheet and statement of operations, the “Acquisition Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Acquisition Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Parent to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (de) Since the Closing DateDecember 31, 2014, there has have been no events, developments or circumstances that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings and its subsidiaries dated June 30, 2012 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Effective Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries as of March 31at June 30, 20152012, and the related consolidated pro forma statement of operations of the Borrower Holdings as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries as of March 31at June 30, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2011, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (ifinancial statements of the Borrower referred to in Section 4.02(f)(a) were prepared in accordance with GAAP consistently applied throughout as of or for the period covered therebyfiscal year ended as of December 31, except as otherwise expressly noted therein 2020 and (ii) fairly the fiscal quarter ended March 31, 2021 present fairly, in all material respects respects, the financial condition position and results of operations and cash flows of the Acquired Company Borrower and its Consolidated Subsidiaries on as of the respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered therebyGAAP, subject, in the case of clauses (i) and (ii)quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments. Except for its obligations under the Loan Documents, Holdings has no assets or liabilities other than the Capital Stock of the Borrower and ordinary course liabilities relating to its existence and status as a holding company. (cb) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2015, 2021 and the related consolidated statements of operations and cash flows, as well as pro forma statement levels of operations Consolidated Adjusted EBITDA and other operating data, in each case for the twelve month period ending as of such date, copies of which have been delivered to the Arranger prior to the date hereof, were prepared by the management of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by faith and fairly and accurately present the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated consolidated financial position of the Borrower and its Consolidated Subsidiaries as of March 31such date, 2015, and their estimated results of operations for the periods covered thereby, assuming that adjusted to give effect (as if such events had occurred on such date) to (i) the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since occuring on the Closing Date, (ii) the making of the Bridge Loans, (iii) the application of the proceeds therefrom as contemplated hereby and (iv) the payment of Transaction Costs. As of the date of such balance sheet and the date hereof, no Loan Party had or has any material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet. (c) Since December 31, 2020, there has have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Each of the Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries or the Acquired Business and its subsidiaries, as applicable, as of the respective dates thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Each of the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries or the Acquired Business and its subsidiaries, as applicable, as of the dates thereof and their its results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case may be, it being agreed and understood that, as of the date hereof, such statement of operations)Pro Forma Financial Statements have been delivered to the Administrative Agent and the Lenders. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Restricted Subsidiaries as at the last day of March 31, 2015the most recently completed four-fiscal-quarter period ended at least 45 days prior to the Effective Date, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2015, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings dated March 29, 2014 and the related consolidated statements of earnings and cash flows of Holdings for the twelve-month period ended March 29, 2014 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Holdings as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower Holdings and its Restricted Subsidiaries as of March 31at September 28, 20152013, and the related consolidated pro forma statement of operations earnings of the Borrower as of Holdings and its Restricted Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsearnings, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Restricted Subsidiaries as of March 31at September 28, 20152013, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateSeptember 28, 2013, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company SPAC and the Borrower and its Subsidiaries (as applicable) as of the respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company SPAC or Atlas, as applicable, and the Borrower and its Subsidiaries (as applicable) as of the dates date thereof and their respective results of operations for the periods covered thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma consolidated balance sheet and related pro forma consolidated income statements of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsDecember 31, the “Pro Forma Financial Statements”)2020, which have been prepared after giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such the Transactions had occurred as of such date (in the case of such the pro forma balance sheet) or at as of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)) (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March at December 31, 20152020, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since December 31, 2019, nothing has occurred, and no condition or circumstance exists, that has had, or would be reasonably be expected to have, individually or in the Closing Dateaggregate, there has been no a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited (and once delivered pursuant to Section 5.01(a), the audited) consolidated balance sheets of the Borrower as of December 31, 2012 and the related consolidated statements of earnings and cash flows of the Borrower for the one year period ended December 31, 2012 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower as of the date thereof and its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (c) The unaudited consolidated balance sheet of the Borrower dated June 30, 2013, and the related consolidated statements of earnings and cash flows of the Borrower for the three-month period ended June 30, 2013 (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (cd) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March [intentionally omitted] (e) Since December 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Date2012, there has been no Material Adverse EffectEffect except as set forth on Schedule 3.04 to the Disclosure Letter.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and therein; (ii) fairly present in all material respects the financial condition of the Acquired Company EMS and its Subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of EMS and its Subsidiaries as of the date thereof, including material liabilities for taxes, commitments and Indebtedness. (b) The Unaudited Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present in all material respects the financial condition of the Acquired Company EMS and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of EMS and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness, subject only to customary year-end adjustments which are not expected to be and are not reasonably likely to be material in amount or kind. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of From the date of delivery thereof, the Interim Financial Statements to and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since including the Closing Date, there has been no Material Adverse EffectDisposition by EMS or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of EMS and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated and consolidating financial condition of EMS 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 has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition unaudited pro forma consolidated balance sheet of the Acquired Company Holdings and its Subsidiaries as of December 31, 2010, prepared after giving effect to the respective dates thereof Transaction as if the Transaction had occurred as of such date (including the notes thereto) (the “Pro Forma Balance Sheet”) and their results the unaudited pro forma consolidated statement of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March for the 12‑month period ended December 31, 20152010, and prepared after giving effect to the related consolidated pro forma statement Transaction as if the Transaction had occurred at the beginning of operations of such period (together with the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsPro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Agent, have been prepared giving effect to based on the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Annual Financial Statements and the Quarterly Financial Statements and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Target and its Subsidiaries as of March at December 31, 2015, 2010 and their estimated results of operations for the period covered thereby. (b) The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of the Target as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, assuming that the Transactions had actually occurred (i) except as of such date otherwise expressly noted therein and (ii) subject, in the case of such balance sheet) or at the beginning quarterly financial statements, to changes resulting from normal year-end adjustments and the absence of such period (in the case of such statement of operations)footnotes. (dc) Since the Closing DateNo event, there change or condition has been no occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Effect. (aThe Borrowers have furnished on or prior to the date required by Section 8.01(1)(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the combined consolidated financial condition statements of the Acquired Company and its Subsidiaries as of the respective dates thereof Borrowers and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebySubsidiaries, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet financial statements of the Borrower and its Subsidiaries as of March 31, 2015Parent GP, and the related consolidated pro forma statement of operations unit financial statements for each of the Borrower required Non-Consolidated Subsidiaries, as of and for the twelve-month period then ended (such pro forma dates and periods specified therein, in each case consisting of balance sheet sheets, income statements and statement of operationscash flow statements and certified by a Responsible Officer. Such financial statements present fairly, in all material respects, the “Pro Forma Financial Statements”)consolidated financial position and results of operations and cash flows of the Borrowers and their Subsidiaries, which have been prepared giving effect to the Transactions (excluding the impact on a combined consolidated basis, of purchase accounting effects required by GAAP) Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as if such Transactions had occurred applicable, as of such date (dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)quarterly statements. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as As of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no event, development or circumstance of which any Loan Party is aware that has had or could reasonably be expected to have a Material Adverse Effect. All information (including that disclosed in all financial statements) pertaining to Parent GP and the Loan Parties other than projections (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent by the Borrowers is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made. The projections that have been or will be made available to the Lenders or the Administrative Agent by the Borrowers have been or will be prepared in good faith based upon reasonable assumptions.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (iaudited financial statements referenced in Sections 4.01(h) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii5.01(a) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries on a consolidated basis as of the respective dates thereof and their results of operations on a consolidated basis for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its Subsidiaries referenced in Sections 4.01(h) and 5.01(b) and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated unaudited pro forma condensed balance sheet as of June 30, 2017 of the Borrower and its Subsidiaries as and the unaudited pro forma condensed statements of March income for the year ended December 31, 2015, 2016 and the related consolidated pro forma statement of operations six months ended June 30, 2017 of the Borrower as of and for its Subsidiaries included in the twelve-month period then ended Schedule TO (such pro forma balance sheet and statement of operationsincome, the "“Pro Forma Financial Statements"”), which have been prepared giving effect to the Effective Date Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015Subsidiaries, and their its estimated results of operations for the periods covered thereby, assuming that the Effective Date Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period. (d) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The GGC Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and therein; (ii) fairly present in all material respects the financial condition of the Acquired Company GGC and its Subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of GGC and its Subsidiaries as of the date thereof, including liabilities for taxes, commitments and Indebtedness. (b) The Unaudited Royal Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Canadian Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Canadian Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness required to be reflected on a balance sheet in accordance with GAAP. (c) The GGC Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of GGC and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of GGC and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (d) The Royal Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Canadian Borrower and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. ; and (ciii) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet show all material indebtedness and other liabilities, direct or contingent, of the Canadian Borrower and its consolidated Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereofsuch financial statements, including liabilities for taxes, material commitments and Indebtedness required to be reflected on a balance sheet in accordance with GAAP. (e) From the date of the GGC Audited Financial Statements to and including the Closing Date (other than the Royal Acquisition), there has been no Disposition by any Borrower or any Subsidiary, or any Involuntary Disposition, of any material part of the business or property of GGC and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of GGC and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (f) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on a pro forma the basis and disclosed in accordance with GAAP the estimated footnotes to such financial position statements) the consolidated and, in the case of the Borrower financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of GGC and its Subsidiaries as of March 31, 2015, the dates thereof and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (dg) Since the Closing Datedate of the GGC Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (h) To the best knowledge of GGC, no Internal Control Event exists or has occurred since the date of the GGC Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Domestic Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of GGC and its Subsidiaries on a consolidated basis.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower dated September 30, 2012, and the related consolidated statements of earnings and cash flows of the Borrower for the nine-month period ended September 30, 2012 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and the related consolidated pro forma statement of operations earnings of the Borrower as of and its Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsearnings, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been *Confidential Treatment Requested. Omitted portions filed with the Commission. prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2011, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated March 31, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of at March 31, 20152011, and the related consolidated pro forma statement of operations income of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of at March 31, 20152011, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateJune 30, 2010, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower subsidiaries as of and for the twelve-month period then ended ending on November 30, 2020 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro AMERICAS 107903477 forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31November 30, 2015, and their estimated results of operations for the periods covered thereby2020, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries AgroFresh Business as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated combined balance sheets dated March 31, 2015 and related statements of income, stockholders’ equity and cash flows of the AgroFresh Business (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries AgroFresh Business as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of Holdings, the Borrower and its the Restricted Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations earnings of Holdings, the Borrower as of and the Restricted Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsearnings, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of Holdings, the Borrower and its the Restricted Subsidiaries as of March at December 31, 20152014, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateJanuary 1, 2015, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Business as of the respective dates thereof and their the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto (if any), and (ii) fairly present in all material respects the financial condition of the Acquired Business as of the date thereof and for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet and the related pro forma consolidated statement of operations of the Borrower and its Subsidiaries as of March 31of, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended ending on, September 30, 2016, in each case of the Borrower and its Subsidiaries (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such the balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly thereof (it being understood that such Pro Forma Financial Statements need not be prepared in all material respects on a pro forma basis and in accordance compliance with GAAP the estimated financial position Regulation S-X of the Borrower and its Subsidiaries Securities Act of 1933, as amended, or include adjustments for purchase accounting (including any adjustments of March 31the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date Business Combinations (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsformerly SFAS 141R). ). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower dated September 30, 2012, and the related consolidated statements of earnings and cash flows of the Borrower for the nine-month period ended September 30, 2012 (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Borrower as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to Administrative Agent (for distribution to the Joint Lead Arrangers Lenders) the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and the related consolidated pro forma statement of operations earnings of *Confidential Treatment Requested. Omitted portions filed with the Commission. the Borrower as of and its Subsidiaries for the twelve-month period then ended (such pro forma balance sheet and statement of operationsearnings, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in twelve-month period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2011, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments[reserved]. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Administrative Agent the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March December 31, 20152018, and the related consolidated pro forma statement of operations of the Borrower and its Subsidiaries as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March December 31, 20152018, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing DateDecember 31, 2018, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments[reserved]. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March December 31, 20152016, and the related consolidated pro forma statement of operations of the Borrower and its Subsidiaries as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March December 31, 20152016, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing DateDecember 31, 2016, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Parent and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Parent Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Parent and its Subsidiaries as of March 31at February 24, 20152017, and the related consolidated pro forma statement of operations income of the Borrower Parent as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Parent Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Parent and its Subsidiaries as of March 31at February 24, 20152017, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (dc) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements Holdings has heretofore furnished to the Lenders the balance sheet and statements of income, shareholders’ equity and cash flows of Holdings and its Subsidiaries on a consolidated basis as of and for the fiscal year ended June 30, 2024, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (ib) were Neither Holdings nor any Subsidiary thereof has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in Section 3.4(a) or in the notes thereto. No Material Adverse Effect has occurred since December 31, 2023 and no other facts or circumstances exist nor has any development or event occurred that have had or could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (c) All balance sheets, all statements of income and of cash flows and all other financial information of Holdings and its Subsidiaries furnished pursuant to Section 5.1 have been and will for the periods following the Closing Date be prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects with the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby statements referred to in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinSection 3.4(a), and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) do or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and will present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated consolidated financial position condition of the Borrower Persons covered thereby as at the dates thereof and its Subsidiaries as of March 31, 2015, and their estimated the results of their operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)then ended. (d) Since [Intentionally Omitted]. (e) The consolidated and, with respect to the Closing DateLoan Parties only, there has been no Material Adverse Effectconsolidating forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 5.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holdings’ best estimate of its future financial condition and performance. (f) The information set forth in each Borrowing Base Certificate is true and correct in all material respects as of the date of such Borrowing Base Certificate.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of income and cash flows (i) were prepared as of and for the Fiscal Year ended 2021, reported on by independent public accountants acceptable to the Administrative Agent and (ii) as of and for the Fiscal Quarter ended March 31, 2022. Such financial statements present fairly the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii)unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments. (b) Neither the Parent nor any of its Subsidiaries, nor the Greens Creek Joint Venture, has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Administrative Agent or in the notes thereto other than (i) those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, (ii) those liabilities that have been disclosed in public filings made with the SEC, (iii) liabilities in the ordinary course of business since the date of the most recently delivered financial statements and (iv) liabilities that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. No Material Adverse Effect has occurred since December 31, 2021, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma Except as disclosed in any SEC filings, all balance sheet sheets, all statements of income and of cash flows and all other financial information of the Borrower Parent and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which furnished pursuant to Section 6.01 have been and will for periods following the Closing Date be prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP consistently applied with the estimated financial position statements referred to in Section 5.04(a), and do or will present fairly the consolidated financial condition of the Borrower Persons covered thereby as at the dates thereof and its Subsidiaries as of March 31, 2015, and their estimated the results of their operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)then ended. (d) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated March 31, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of at March 31, 20152010, and the related consolidated pro forma statement of operations income of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of at March 31, 20152010, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2009, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated March 31, 2012 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Effective Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at June 30, 20152012, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateSeptember 30, 2011, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date in respect of any Borrowings or extensions of credit made hereunder on such date).

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries entities to which they relate as of the respective dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Parent and its subsidiaries as of June 30, 2014 and the unaudited consolidated balance sheet of MCH and its subsidiaries as of June 30, 2014 and, in each case, the related consolidated statements of operations, shareholders’ equity (or members’ equity, as applicable) and cash flows for the six-month periods ended on June 30, 2014 and 2013 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Parent and its Subsidiaries subsidiaries or MCH and its subsidiaries, as applicable, as of the dates date thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March 31June 30, 20152014, and the a related consolidated pro forma statement of operations and reconciliation of the Borrower as of and estimated pro forma adjusted Consolidated EBITDA for the twelve-month period then twelve months ended June 30, 2014, the fiscal year ended December 31, 2013 and certain other historical periods to Consolidated EBITDA (such pro forma balance sheet and statement of operationsreconciliation, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis Pro Forma Basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31at June 30, 20152014, and on a Pro Forma Basis their estimated results of operations adjusted Consolidated EBITDA for the periods covered therebysuch periods, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (d) Since the Closing DateDecember 31, 2013, there has been no Material Adverse Effect. (e) As of the Closing Date, Parent has no assets other than (i) the Equity Interests of Holdings, (ii) debt issuance costs of approximately $0.3 million and deferred tax assets of approximately $3.8 million and (iii) the VCH Tax Refund Receivable.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Business and the Borrower and its Subsidiaries (as applicable) as of the respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Business and the Borrower and its Subsidiaries (as applicable) as of the dates date thereof and their respective results of operations for the periods covered thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet sheets and related pro forma consolidated income statements of the Borrower and its Subsidiaries (including the Acquired Business) as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsDecember 31, the “Pro Forma Financial Statements”)2020, which have been prepared after giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such the Transactions had occurred as of such date (in the case of such the pro forma balance sheet) or at as of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R), tax adjustments, deferred taxes or similar pro forma adjustments) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations reasonably determined by the Borrower) (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March at December 31, 20152020, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since December 31, 2020, nothing shall have occurred, and no condition or circumstance shall exist, that has had, or would be reasonably be expected to have, individually or in the Closing Dateaggregate, there has been no a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of March at December 31, 20152013, and the related consolidated pro forma statement of operations income of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March at December 31, 20152014, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in excluding the case impact of such statement of operationspurchase accounting effects required by GAAP). (dc) Since the Closing DateDecember 31, 2013, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the dates thereof and their results of operations for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the Lender its consolidated pro forma balance sheet and statements of income and cash flows as of and for the fiscal year ended December 31, 2014, reported on by independent public accountants of national standing. Such financial statements present fairly in all material respects the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods, subject to year-end audit adjustments, and in accordance with GAAP. (b) Neither the Borrower nor any of its Subsidiaries has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the most recent financial statements delivered to the Lender or in the notes thereto other than those liabilities not required under GAAP to be provided for or disclosed in the most recently delivered financial statements or notes thereto, and liabilities in the ordinary course of business since the date of the most recently delivered financial statements. No Material Adverse Effect has occurred since December 31, 2014, and no other facts or circumstances exist that have had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (c) Except as disclosed in any SEC filings, all balance sheets, all statements of income and of cash flows and all other financial information of the Borrower and its Subsidiaries as of March 31, 2015furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) do or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and will present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated consolidated financial position condition of the Borrower Persons covered thereby as at the dates thereof and its Subsidiaries as of March 31, 2015, and their estimated the results of their operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)then ended. (d) Since the Closing Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects indicated therein, including the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinnotes thereto, and (ii) fairly present in all material respects the financial condition of the Acquired Company Fox Regional Sports Networks and its Subsidiaries Related Businesses as of the respective dates thereof and their the consolidated results of their operations for the respective periods covered therebythen ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) The unaudited combined balance sheets and related combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of the Fox Regional Sports Networks and Related Businesses for the nine month period ending March 31, 2019 (i) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Fox Regional Sports Networks and Related Businesses, as of the date thereof and for such period, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and to any other adjustments described therein. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2015, 2019 and the related consolidated pro forma consolidated statement of operations of the Borrower as of and income for the twelve-month period then twelve months ended March 31, 2019, in each case of Holdings and its subsidiaries (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein thereby and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries entities to which they relate as of the respective dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Parent and its Subsidiaries as of September 30, 2015 and the consolidated statements of operations and cash flows for the nine months ended September 30, 2015 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Parent and its Subsidiaries as of the dates date thereof and their results of operations and cash flows for the periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes certain information and to normal year-end audit adjustmentsnote disclosures normally included in the consolidated financial statements prepared under GAAP. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated unaudited pro forma balance sheet combined results of operations of Parent for each of the Borrower fiscal year ended December 31, 2013 and its Subsidiaries as of three months ended March 31, 2015, and 2014 as presented in the related consolidated pro forma statement of operations of the Borrower as of Form 10 filed by Parent and for the twelve-month period then three months ended June 30, 2014 provided to the Lenders (such consistent with the methodology used in preparing the pro forma balance sheet and statement financial statements included in the Form 10) give effect to the spinoff of operationsParent from NorthStar Realty Finance Corp. as if the spinoff had occurred on January 1, 2013 (the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Parent to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing DateDecember 31, 2014, there has have been no events, developments or circumstances that have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared prepared, as applicable, in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries such Persons as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings and its subsidiaries dated JuneSeptember 30, 20152019 and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower As of the Closing Date, Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries subsidiaries as of March 31at June 30, 2015, and the related consolidated pro forma statement of operations income of Holdings and the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations)may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries subsidiaries as of March 31at June 30, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of at such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)period.[Reserved]. (d) On and as of the Closing Date, the projections of Holdings and its Subsidiaries for the period of Fiscal Year 2015 through and including Fiscal Year 2020 (the “Projections”) are based on good faith estimates and assumptions made by the management of Holdings; provided the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.[Reserved]. (e) Since the Closing ClosingAmendment Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries as of March at December 31, 20152020, and the related consolidated pro forma statement of operations income of the Borrower Holdings and its Subsidiaries as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Restricted Subsidiaries as of March at December 31, 20152020, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since the Closing DateDecember 31, 2020, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Persons covered thereby as of the respective dates thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then of twelve fiscal months of the Lead Borrower ended on or about September 30, 2021 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Lead Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Lead Borrower and its Subsidiaries as at the fiscal quarter of March 31the Lead Borrower ended on or about September 30, 2015, and their estimated results of operations for the periods covered thereby2021, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries as of the respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (b) The audited consolidated balance sheet and related statements of operations and comprehensive income, shareholders’ income and cash flows of Holdings and its Subsidiaries for the fiscal year ended December 31, 2016 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of December 31, 2016 and their results of operations for the fiscal year ended December 31, 2016. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers Arranger the consolidated pro forma balance sheet of the Borrower Holdings and its Subsidiaries as of March 31, 2015Subsidiaries, and the related consolidated pro forma statement statements of operations of the Borrower and comprehensive income, shareholders’ equity and cash flows as of and for the twelve-trailing twelve month period then ended April 30, 2017 (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower Holdings and its Subsidiaries as of March 31at April 30, 20152017, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). (d) Since the Closing Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Business and the Borrower and its Subsidiaries (as applicable) as of the respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Business and the Borrower and its Subsidiaries (as applicable) as of the dates date thereof and their respective results of operations for the periods covered thereby, subject, in the case of preceding clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to the Joint Lead Arrangers the consolidated pro forma consolidated balance sheet sheets and related pro forma consolidated income statements of the Borrower and its Subsidiaries (including the Acquired Business) as of March 31, 2015, and the related consolidated pro forma statement of operations of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsDecember 31, the “Pro Forma Financial Statements”)2020, which have been prepared after giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) as if such the Transactions had occurred as of such date (in the case of such the pro forma balance sheet) or at as of the beginning of such period (in the case of the pro forma income statement), which need not be prepared in compliance with Regulation S- X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R), tax adjustments, deferred taxes or similar pro forma adjustments) (it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations reasonably determined by the Borrower) (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March at December 31, 20152020, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operationsincome). (d) Since December 31, 2020, nothing shall have occurred, and no condition or circumstance shall exist, that has had, or would be reasonably be expected to have, individually or in the Closing Dateaggregate, there has been no a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Holdings and its Subsidiaries subsidiaries as of the respective dates date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of Holdings dated July 2, 2016, and the related consolidated statements of earnings and cash flows of Holdings for the twelve-month period ended July 2, 2016, (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present in all material respects the financial condition of the Acquired Company and its Subsidiaries Holdings as of the dates date thereof and their its results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower has heretofore furnished to Projections were prepared on behalf of Holdings in good faith on the Joint Lead Arrangers the consolidated pro forma balance sheet basis of the Borrower and its Subsidiaries as of March 31assumptions stated therein, 2015, and which assumptions were believed to be reasonable at the related consolidated pro forma statement of operations time made in light of the Borrower conditions existing at the time the Projections were created; provided, however, that no representation or warranty is made as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operations, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions (excluding the impact of purchase accounting effects required by GAAP) future general economic conditions or as if such Transactions had occurred to whether Holdings’ projected consolidated results as of such date (set forth in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faithProjections will actually be realized, based on assumptions believed it being recognized by the Borrower Lenders that such projections as to future events are not to be reasonable viewed as of the date of delivery thereof, facts and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated that actual results of operations for the periods covered thereby, assuming that by the Transactions had actually occurred as of such date (in Projections may differ materially from the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)Projections. (d) Since the Closing DateOctober 3, 2015, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the respective dates date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The Unaudited Financial Statements unaudited consolidated balance sheet of the Borrower and its subsidiaries dated March 31, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Acquired Company Borrower and its Subsidiaries subsidiaries as of the dates date thereof and their results of operations for the periods period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) The Borrower Holdings has heretofore furnished to the Joint Lead Arrangers Lenders the consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of at March 31, 20152011, and the related consolidated pro forma statement of operations income of the Borrower as of and for the twelve-month period then ended (such pro forma balance sheet and statement of operationsincome, the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions Transactions, the other transactions related thereto and any other transactions that would be required to be given pro forma effect by Regulation S-X for a Form S-1 registration statement under the Securities Act of 1933, as amended, and such other adjustments as shall be agreed between the Borrower and the Joint Bookrunners (excluding the impact of purchase accounting effects required by GAAP) as if such Transactions transactions had occurred as of on such date (in the case of such balance sheet) or at the beginning of such period (in period, as the case of such statement of operations). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis and in accordance with GAAP the estimated financial position of the Borrower and its Subsidiaries as of March 31, 2015, and their estimated results of operations for the periods covered thereby, assuming that the Transactions had actually occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of operations)may be. (d) Since the Closing DateJune 30, 2010, there has been no Material Adverse EffectEffect (provided that the representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date).