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

Financial Condition; No Material Adverse Effect. The Borrowers (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) as of and for the Financial Years ended September 30, 2010, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statements. As of the Closing 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 Borrowers Borrower has heretofore furnished to each Lender (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) as of and for the Audited Financial Years ended September 30, 2010, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013, Statements and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), unaudited consolidated balance sheet of the combined Borrower and its Subsidiaries and the related consolidated financial statements of the Borrowers and their Subsidiariesincome, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements retained earnings and cash flow statements and certified by a Responsible Officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiariesits Subsidiaries for the nine-month period ended March 31, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments 2010 (the “Unaudited Financial Statements”). The Audited Financial Statements and the absence of footnotes Unaudited Financial Statements were prepared in conformity with GAAP (subject, in the case of the quarterly statements. As Unaudited Financial Statements, to year-end adjustments and except for the absence of notes thereto), and, in each case, such financial statements fairly present the consolidated financial condition and consolidated results of operations of the Closing DateBorrower and its Subsidiaries as of the date of such financial statements and for the periods to which they relate. Since the date of the Current SEC Report, except in connection with a completed acquisition, there are no obligations or liabilities, contingent or otherwise, of the Borrower or any of its Subsidiaries which are not reflected or disclosed on such financial statements or such Current SEC Report, other than obligations of the Borrower and its Subsidiaries incurred in the ordinary course of business. (b) Since the date of the Audited Financial Statements, there has been no eventevent or circumstance, development either individually or circumstance of which any Loan Party is aware in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. All information . (including that disclosed in all financial statementsc) pertaining to Parent GP The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at March 31, 2010, 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 related consolidated pro forma statement of income of the Borrower and its Subsidiaries for the nine months then ended, certified by a material fact or omit Responsible Officer of the Borrower, copies of which have been furnished to state a material fact necessary each Lender pursuant to Section 4.01(a)(viii), fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date. (d) The financial projections delivered pursuant to Section 6.03(d) were prepared in order good faith on the basis of the assumptions stated therein, which assumptions were believed by management of the Borrower to make the statements contained therein not materially misleading be fair in light of the circumstances under which conditions existing at the time of delivery of such statements financial projections (it being understood that projections are made. subject to uncertainties and contingencies and that actual results during the period or periods covered by such projections may differ materially from such projections). (e) The projections that have been or will be made available to Borrower is, and the Lenders or the Administrative Agent by the Borrowers have been or will be prepared in good faith based upon reasonable assumptionsBorrower and its Subsidiaries (on a consolidated basis) are, Solvent.

Financial Condition; No Material Adverse Effect. (a) The Borrowers Borrower has heretofore furnished to the Lenders (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial balance sheet of the Borrower and its Subsidiaries as of December 31, 2018, and the related consolidated statements of income and cash flows of the Borrowers and their Subsidiaries and Borrower for the fiscal year ended December 31, 2018, (to the extent availableii) the unaudited unit financial consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2019, and the related consolidated statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statementsflows of the Borrower for the fiscal quarter ended Xxxxx 00, 0000, (xxx) audited consolidated balance sheet of Xxxxx Park and its Subsidiaries as of December 31, 2018, and the related consolidated statements of income and cash flows of Xxxxx Park for the Financial Years fiscal year ended September 30December 31, 20102018, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent availableiv) the unaudited unit financial statements consolidated balance sheet of each Non-Consolidated Subsidiary for the nine month period ended June 30Xxxxx Park and its Subsidiaries as of March 31, 2013, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP2019, and the unit financial related consolidated statements for each of the required Non-Consolidated Subsidiaries, as income and cash flows of and Xxxxx Park for the dates and periods specified thereinfiscal quarter ended March 31, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2019. Such financial statements present fairly, fairly in all material respects, respects the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end year‑end audit adjustments and the absence of footnotes in the case of the quarterly statementsstatements referred to in clauses (ii) and (iv) above. (b) Neither the Borrower nor any Subsidiary 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. As of the Closing DateNo Material Adverse Effect has occurred since December 31, there has been 2018, and no event, development other facts or circumstance of which any Loan Party is aware circumstances exist that has have had or could reasonably be expected 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 Subsidiaries furnished pursuant to Section 5.1(a) and (including that disclosed b) have been and will for periods following the Effective Date be prepared in all accordance with GAAP consistently applied with the financial statements) pertaining statements referred to Parent GP in Section 3.4(a), and the Loan Parties other than projections (the “Information”) that has been do or will be made available to the Lenders or the Administrative Agent by the Borrowers is or will be, when furnished, complete and correct present fairly 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 consolidated financial condition of the circumstances under which such statements are made. The projections that have been or will be made available to Persons covered thereby as at the Lenders or dates thereof and the Administrative Agent by results of their operations for the Borrowers have been or will be prepared in good faith based upon reasonable assumptionsperiods then ended.

Financial Condition; No Material Adverse Effect. (a) The Borrowers Loan Parties have heretofore furnished to the Lenders (i) have furnished to (A) the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial balance sheets and related consolidated statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsoperations, income statements comprehensive income, equity and cash flow statements) flows of the Company and its consolidated Subsidiaries as of and for the Financial Years fiscal years ended September 30July 26, 20102014, 2011 July 27, 2013 and 2012 July 28, 2012, in each case, audited by and accompanied by the unaudited combined consolidated financial statements unqualified opinion of the Borrowers and their Subsidiaries Deloitte & Touche LLP, independent registered public accounting firm, and (to the extent availableB) the unaudited unit financial consolidated balance sheets and related consolidated statements of operations, comprehensive income and cash flows of the Company and its consolidated Subsidiaries as of and for each Non-Consolidated Subsidiary for of the nine month period fiscal quarters and the portions of the fiscal year ended June 30October 25, 20132014, January 24, 2015 and April 25, 2015 and (ii) will have furnished on or prior to (A) the date required by Section 8.01(1)(a), the combined consolidated financial balance sheet and related consolidated statements of the Borrowers operations, comprehensive income, stockholders’ equity and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each cash flows of the required Non-Consolidated Subsidiaries, Acquired Company and its consolidated subsidiaries as of and for the dates fiscal years ended January 31, 2015, February 1, 2014 and periods specified thereinFebruary 2, in 2013, each case consisting audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheetssheet and related consolidated statements of operations, comprehensive income statements and cash flow statements flows of the Acquired Company and certified by a Responsible Officerits consolidated subsidiaries as of and for the fiscal quarter ended May 2, 2015. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Company and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a Subsidiaries or the Acquired Company and its consolidated basis, or of such Non-Consolidated Subsidiariessubsidiaries, as applicablethe case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statements. As statements referred to in clauses (i)(B) and (ii)(B) above. (b) The Borrowers have heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Closing DateCompany and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on or about April 30, 2015, prepared giving effect to the Transactions as if the Transactions had occurred on such date, in the case of such balance sheet, or at the beginning of such period, in the case of such statements of operations. Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by the Borrowers in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed on the date hereof by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on or about April 30, 2015, as if the Transactions had occurred on such date or at the beginning of such period, as the case may be. (c) Since July 26, 2014, there has been no event, development or circumstance of which any Loan Party is aware that has had had, or could would reasonably be expected to have 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 Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, Lenders the audited combined consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2017, and the related consolidated statements of income and cash flows of the Borrower for the fiscal year ended December 31, 2017, (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2018, and the related consolidated statements of income and cash flows of the Borrower for the fiscal quarter ended Xxxxx 00, 0000, (xxx) audited statements of revenues and direct operating expenses of the oil and gas properties to be acquired from the Contributors for each of the three years ended December 31, 2015, 2016, and 2017 and the unaudited interim statements of revenues and direct operating expenses for the three month periods ended March 31, 2017 and March 31, 2018, and statements of assets acquired and liabilities assumed as of December 31, 2017 and March 31, 2018, and (iv) unaudited pro forma condensed consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) accompanying notes as of and for the Financial Years three months ended September 30March 31, 2010, 2011 2018 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period year ended June 30December 31, 20132017, and which have been prepared by Borrower based on the materials described in the foregoing clauses (i), (ii) will have furnished on or prior to and (iii) for the date required by Section 8.01(1)(a)year ended December 31, the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of 2017 and for the dates and periods specified thereinthree months ended March 31, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2018. Such financial statements present fairly, fairly in all material respects, respects the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statementsstatements referred to in clause (ii) above. (b) Neither the Borrower nor any Subsidiary 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. As of the Closing DateNo Material Adverse Effect has occurred since December 31, there has been 2017, and no event, development other facts or circumstance of which any Loan Party is aware circumstances exist that has have had or could reasonably be expected 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 Subsidiaries furnished pursuant to Section 5.1(a) and (including that disclosed b) have been and will for periods following the Effective Date be prepared in all accordance with GAAP consistently applied with the financial statements) pertaining statements referred to Parent GP in Section 3.4(a), and the Loan Parties other than projections (the “Information”) that has been do or will be made available to the Lenders or the Administrative Agent by the Borrowers is or will be, when furnished, complete and correct present fairly 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 consolidated financial condition of the circumstances under which such Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. (d) The consolidated forecasted balance sheet and statements are made. The projections that have been or will be made available of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to the Lenders or the Administrative Agent by the Borrowers have been or will be Section 5.1(e) were prepared in good faith based upon on the basis of the assumptions stated therein, which assumptions were believed to be reasonable assumptionsat the time made.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) as of and Borrower for the Financial Years fiscal quarter ended September 30March 31, 2010, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer. Such financial statements 2024 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, its Consolidated Subsidiaries on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, as of such the dates and for such the periods covered thereby in accordance with GAAP, subject subject, in the case of quarterly financial statements, to year-end audit adjustments and the absence of footnotes in and normal year-end adjustments. Except for its obligations under the case Loan Documents, Holdings has no assets or liabilities other than the Capital Stock of the quarterly statementsBorrower and ordinary course liabilities relating to its existence and status as a holding company. (b) The pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2024 and related consolidated statements of operations and cash flows, as well as pro forma levels of 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 Administrative Agent prior to the date hereof, were prepared by the management of the Borrower in good faith and fairly and accurately present the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date, adjusted to give effect (as if such events had occurred on such date) to (i) the Transactions occuring on the Closing Date, (ii) the making of the Initial Term 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 the Closing Date, there has have been no eventevents, development developments or circumstance of which any Loan Party is aware circumstances that has had have had, or could would reasonably be expected to have have, individually or in the aggregate, 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. The Borrowers (ia) have Parent has heretofore furnished to the Administrative Agent on or prior to the Closing Date, Lenders (i)(A) the audited combined consolidated financial balance sheets and related consolidated statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsoperations, income statements shareholders’ equity and cash flow statements) flows of the U.S. BorrowerParent and its consolidated Subsidiaries as of and for the Financial Years fiscal years ended September February 1, 2014, February 2, 2013 and January 28, 2012,2017, January 30, 20102016, 2011 and 2012 January 31, 2015, each audited by and accompanied by the unaudited combined consolidated financial statements unqualified opinion of the Borrowers and their Subsidiaries Deloitte & Touche LLP, independent registered public accounting firm, and (to the extent availableB) the unaudited unit financial consolidated balance sheets and related statements of each Non-Consolidated Subsidiary for the nine month period ended June 30operations, 2013, shareholders’ equity and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements cash flows of the Borrowers U.S. Borrower and their Subsidiaries, the its consolidated financial statements Subsidiaries as of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiariesfiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013 and (ii)(A) theii) the unaudited consolidated balance sheets and related statements of operations and comprehensive income, stockholders, shareholders’ equity and cash flows of the Acquired CompanyU.S. Borrower and its consolidated subsidiariesSubsidiaries as of and for each of the dates fiscal years ended February 1, 2014, February 2, 2013 and periods specified thereinJanuary 28, in 2012 and January 29, 2011, each case consisting audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheets, income sheet and related statements of operations and cash flow statements flows of the Acquired Company and certified by a Responsible Officerits consolidated subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013.quarters ended July 29, 2017 and July 30, 2016. Such financial statements (x) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or the Borrowers Acquired Company and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiariessubsidiaries, as applicablethe case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statementsstatements referred to in clauses (i)(B) andclause (ii)(B) above and (y) comply in all material respects with the requirements of Regulation S-X under the Securities Act. (b) Parent has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Parent and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended May 3, 2014, prepared giving effect to the Transactions as if the Transactions had occurred on such date, in the case of such balance sheet, or at the beginning of such period, in the case of such statements of operations. As Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by Parent in good faith based on the Closing Datesame assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed on the Effective Date by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions, (iv) present fairly, in all material respects, the pro forma financial position and results of operations of Parent and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on May 3, 2014, as if the Transactions had occurred on such date or at the beginning of such period, as the case may be and (v) comply in all material respects with the requirements of Regulation S-X under the Securities Act (except for the period presented).[Reserved]. (c) Since February 1, 2014,January 28, 2017, there has been no event, development or circumstance of which any Loan Party is aware that has had had, or could would reasonably be expected to have have, a Material Adverse Effect. All information (including that disclosed in all Effect on the business, assets, results of operations or financial statements) pertaining to Parent GP condition of Parent, the Acquired Company 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 betheir respectiveits subsidiaries, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of taken as 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 assumptionswhole.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lender its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 2010, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche, 2013LLP, independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended June 30, in each case consisting of balance sheets2011, income statements and cash flow statements and certified certi­fied by a Responsible its Chief Financial Officer. Such financial statements state­ments present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lender its unaudited balance sheet, statements of income, and stockholders equity of the Borrower on a standalone basis (i) as of and for the fiscal year ended December 31, 2010, and (ii) as of and for the portion of the fiscal year ended June 30, 2011, all being certi­fied by its Chief Financial Officer. As Such financial state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a standalone basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (c) Since June 30, 2011, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Regulated Subsidiaries, taken as a whole, as of the Closing Date, there has been no event, development except changes that individually or circumstance of which any Loan Party is aware that has had or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All information . (including that disclosed in all financial statementsd) pertaining to Parent GP The Borrower is not liable for any Indebtedness of its subsidiaries except as set forth on Schedule 3.04(d) hereof, and the Loan Parties other than projections (the “Information”) that has been or will be made available to the Lenders or the Administrative Agent except as allowed 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 assumptionsArticle VI hereof.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have heretofore furnished to the Administrative Agent on or prior to and the Closing Date, Lenders the audited combined consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsoperations, income statements stockholders’ equity and cash flow statements) flows of the Company and its Consolidated Subsidiaries as of and for the Financial Years Fiscal Year ended September 30December 31, 201020152018, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Xxxxx Xxxxxxxx LLP, 2013, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officerindependent public accountants. Such financial statements are prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Company and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-its Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates date and for such periods period in accordance with GAAP. (b) [Reserved.]The Borrowers has heretofore furnished to Administrative Agent and the Lenders the unaudited consolidated balance sheet and statements of operations, stockholders’ equity and cash flows of the Borrowers and its Consolidated Subsidiaries as of and for the Fiscal Quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, reported on by Xxxxx Xxxxxxxx LLP, independent public accountants. Such financial statements are prepared in accordance with GAAP and present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments except as otherwise set forth therein and except for the absence of footnotes in the case of the quarterly statements. As of the Closing and year-end adjustments. (c) Since Closingthe Third Amendment Effective Date, there has been no event, development or circumstance of which any Loan Party is aware that has had or could would reasonably be expected to have a Material Adverse Effect. All information . (d) Neither any Borrowers nor any Restricted Subsidiary has, on the date hereof after giving effect to the Transactions (as defined in the Term Loan Credit Agreement), any Material Debt (including that disclosed Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for the Term Loans under the Term Loan Credit Agreement or as referred to or reflected or provided for in all the financial statements) pertaining statements delivered 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 Lenders as set forth 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 assumptionsSchedule 9.1.4.

Financial Condition; No Material Adverse Effect. The Borrowers (ia) have Parent has heretofore furnished to the Administrative Agent on or prior to the Closing Date, Lenders (i)(A) the audited combined consolidated financial balance sheets and related consolidated statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsoperations, income statements shareholders’ equity and cash flow statements) flows of the U.S. Borrower and its consolidated Subsidiaries as of and for the Financial Years fiscal years ended September 30February 1, 20102014, 2011 February 2, 2013 and 2012 January 28, 2012, each audited by and accompanied by the unaudited combined consolidated financial statements unqualified opinion of the Borrowers and their Subsidiaries Deloitte & Touche LLP, independent registered public accounting firm, and (to the extent availableB) the unaudited unit financial consolidated balance sheets and related statements of each Non-Consolidated Subsidiary for the nine month period ended June 30operations, 2013, shareholders’ equity and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements cash flows of the Borrowers U.S. Borrower and their Subsidiaries, the its consolidated financial statements Subsidiaries as of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiariesfiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013 and (ii)(A) the consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the dates fiscal years ended February 1, 2014, February 2, 2013 and periods specified thereinJanuary 28, in 2012 and January 29, 2011, each case consisting audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheets, income sheet and related statements of operations and cash flow statements flows of the Acquired Company and certified by a Responsible Officerits consolidated subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013. Such financial statements (x) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or the Borrowers Acquired Company and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiariessubsidiaries, as applicablethe case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statementsstatements referred to in clauses (i)(B) and (ii)(B) above and (y) comply in all material respects with the requirements of Regulation S-X under the Securities Act. (b) Parent has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Parent and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended May 3, 2014, prepared giving effect to the Transactions as if the Transactions had occurred on such date, in the case of such balance sheet, or at the beginning of such period, in the case of such statements of operations. As Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by Parent in good faith based on the Closing Datesame assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed on the Effective Date by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions, (iv) present fairly, in all material respects, the pro forma financial position and results of operations of Parent and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on May 3, 2014, as if the Transactions had occurred on such date or at the beginning of such period, as the case may be and (v) comply in all material respects with the requirements of Regulation S-X under the Securities Act (except for the period presented). (c) Since February 1, 2014, there has been no event, development or circumstance of which any Loan Party is aware that has had had, or could would reasonably be expected to have have, a Material Adverse Effect. All information (including that disclosed in all Effect on the business, assets, results of operations or financial statements) pertaining to Parent GP condition of Parent, the Acquired Company 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 betheir respective subsidiaries, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of taken as 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 assumptionswhole.

Financial Condition; No Material Adverse Effect. (a) The Borrowers Parent Guarantor has heretofore furnished to the Lenders (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined its consolidated financial balance sheet and related statements of the Borrowers income, stockholders’ equity and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetscomprehensive income, income statements and cash flow statements) flows as of and for the Financial Years fiscal year ended September 30December 31, 20102013 and reported on by Deloitte & Touche LLP, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013, independent public accountants and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined its unaudited consolidated financial balance sheet and related statements of the Borrowers income, stockholders’ equity and their Subsidiaries, the consolidated financial statements of Parent GPcomprehensive income, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, cash flows as of and for the dates and periods specified thereinfiscal quarter ended June 30, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2014. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Parent Guarantor and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or its Consolidated Subsidiaries as of such Non-Consolidated Subsidiariesdates and for such period in accordance with GAAP. (b) The Parent Guarantor has heretofore furnished to the Lenders (i) Kodiak’s consolidated balance sheet and related statements of income, stockholders’ equity and comprehensive income, and cash flows as applicableof and for the fiscal year ended December 31, 2013 and reported on by Ernst & Young LLP, independent public accountants and (ii) Kodiak’s unaudited consolidated balance sheet and related statements of income, stockholders’ equity and comprehensive income, and cash flows as of and for the fiscal quarter ended June 30, 2014. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Kodiak and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (c) The Parent Guarantor has heretofore furnished to the Lenders (i) the unaudited pro forma combined balance sheet and related statements of income, subject stockholders’ equity and comprehensive income, and cash flows as of and for the fiscal year ended December 31, 2013 after giving effect to year-end audit adjustments the Acquisition and (ii) the absence unaudited pro forma combined balance sheet and related statements of footnotes income, stockholders’ equity and comprehensive income, and cash flows as of and for the fiscal quarter ended June 30, 2014 after giving effect to the Acquisition. Such financial statements present fairly, in all material respects, the case pro forma combined financial position and results of operations and cash flows of the quarterly statements. As Parent Guarantor and its Consolidated Subsidiaries and Kodiak and its consolidated Subsidiaries as of the Closing Datesuch dates and for such periods in accordance with GAAP. (d) Since June 30, 2014, 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 ; provided, that this representation and warranty shall not be deemed to be made or re-made during any Investment Grade Rating Period. (e) As of the date of this Agreement, neither the Parent Guarantor nor any other Credit Party has any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, material off-balance sheet liabilities or partnerships, material liabilities for Taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, that are required to be disclosed in all financial statements) pertaining the Financial Statements by GAAP and are not so referred to Parent GP and or reflected or provided for in the Loan Parties other than projections (the “Information”) that has been Financial Statements or will be made available otherwise disclosed prior to the Lenders or date hereof in writing to the Administrative Agent by and 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 assumptionsLenders.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) Loan Parties have heretofore furnished to the Administrative Agent on or prior to Lenders (i)(A) the Closing Date, the audited combined consolidated financial balance sheets and related statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsoperations, income statements shareholders’ equity and cash flow statements) flows of the Company and its consolidated Subsidiaries as of and for the Financial Years fiscal years ended September July 30, 2011 and July 31, 2010, 2011 each audited by and 2012 and accompanied by the unaudited combined consolidated financial statements unqualified opinion of the Borrowers and their Subsidiaries Deloitte & Touche LLP, independent registered public accounting firm, and (to the extent availableB) the unaudited unit financial consolidated balance sheets and related statements of each Non-Consolidated Subsidiary for the nine month period ended June 30operations, 2013, shareholders’ equity and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements cash flows of the Borrowers Company and their Subsidiaries, the its consolidated financial statements Subsidiaries as of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiariesfiscal quarters and the portions of the fiscal year ended October 29, 2011, January 28, 2012 and April 28, 2012 and (ii)(A) the consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the dates fiscal years ended January 28, 2012 and periods specified thereinJanuary 29, in 2011, each case consisting audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheets, income sheet and related statements of operations and cash flow statements flows of the Acquired Company and certified by a Responsible Officerits consolidated subsidiaries as of and for the fiscal quarter ended April 28, 2012. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Company and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a Subsidiaries or the Acquired Company and its consolidated basis, or of such Non-Consolidated Subsidiariessubsidiaries, as applicablethe case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statements. As statements referred to in clauses (i)(B) and (ii)(B) above. (b) The Loan Parties have heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Closing Company and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended January 28, 2012, prepared giving effect to the Transactions as if the Transactions had occurred on such date, in the case of such balance sheet, or at the beginning of such period, in the case of such statements of operations. Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by the Company in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed on the Second Restatement Effective Date by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position and results of operations of the Company and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on January 28, 2012, as if the Transactions had occurred on such date or at the beginning of such period, as the case may be. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, neither the Company nor any Subsidiary has, as of the Second Restatement Effective Date, any material contingent liabilities, material unusual long-term commitments or material unrealized losses. (d) Since July 30, 2011, there has been no event, development or circumstance of which any Loan Party is aware that has had had, or could reasonably be expected to have have, a Material Adverse Effect. All information (including that disclosed in all material adverse effect on the business, assets, results of operations or financial statements) pertaining to Parent GP conditions of the Company 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 beSubsidiaries, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of taken as 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 assumptionswhole.

Financial Condition; No Material Adverse Effect. (a) The Borrowers Borrower has heretofore furnished to the Lenders (i) have furnished to the Administrative Agent Audited Financial Statements, reported on or prior to the Closing Dateby Deloitte & Touche LLP, the audited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) as of and for the Financial Years ended September 30, 2010, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined unaudited consolidated financial statements balance sheet of the Borrowers Borrower and their Subsidiariesits Subsidiaries dated as of March 31, the consolidated financial statements of Parent GP2014 and June 30, 2014, and the unit financial related consolidated statements of income or operations, shareholders’ equity and cash flows for each such fiscal quarters, certified by its chief accounting officer and (iii) the unaudited consolidated balance sheet of the required Non-Consolidated Subsidiaries, Borrower and its Subsidiaries as of March 31, 2014 and for giving pro forma effect to the dates Transaction, and periods specified therein, in each case consisting the related consolidated pro forma statements of balance sheets, income statements and cash flow statements flows of the Borrower and its Subsidiaries for such fiscal quarter, certified by a Responsible Officerits chief accounting officer. Such financial statements referred to in clauses (i) and (ii) above present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statements. As statements referred to in clause (ii) above. (b) The most recent financial statements furnished pursuant to Section 6.01(a) fairly present (i) the financial position of the Closing DateBorrower and its consolidated Subsidiaries as of the date thereof and (ii) the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the period covered thereby, all in accordance with GAAP. (c) The most recent financial statements furnished pursuant to Section 6.01(b) fairly present (i) the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and (ii) the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the period covered thereby, all in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (d) Since the date of the Audited Financial Statements, there has been no event, development change or circumstance of which any Loan Party is aware condition, either individually or in the aggregate, that has had resulted in, or could reasonably be expected to have result in, 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 Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lenders its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 20102016, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche LLP, 2013independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended June 30, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2017. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-its Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. As of the Closing Date. (b) Since June 30, 2017, (i) 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 Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Indebtedness (including that disclosed in all financial statementsDisqualified Capital Stock) pertaining to Parent GP or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Loan Parties other than projections Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. (the “Information”d) that The Borrower has been or will be made available heretofore furnished to the Lenders or its pro forma consolidated balance sheet as of the Administrative Agent Closing Date after giving pro forma effect to the transactions contemplated by the Borrowers is or will bethis Agreement. Such pro forma balance sheet presents fairly, when furnished, complete and correct in all material respects and does not or will notrespects, 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 pro forma balance sheet of the circumstances under which Borrower and its Consolidated Subsidiaries as of 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 date in good faith based upon reasonable assumptionsaccordance with GAAP.

Financial Condition; No Material Adverse Effect. (a) The Borrowers Borrower has heretofore furnished to the Lenders its audited consolidated (and unaudited consolidating) balance sheet and statements of operations and stockholders equity, and its audited consolidated statement of cash flows (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial statements as of and for each of the Borrowers fiscal years ended January 31, 1999 and their Subsidiaries January 31, 2000, all such audited statements reported on by Xxxxxx Xxxxxxxx LLP, independent public accountants, and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statementsii) as of and for the Financial Years ended September 30, 2010, 2011 and 2012 fiscal quarter and the unaudited combined consolidated financial statements portion of the Borrowers and their Subsidiaries and (to the extent available) the fiscal year ended October 28, 2000, unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30, 2013, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements and cash flow statements and but certified by a Responsible Financial Officer. Such financial statements present fairly, in all material respects, the consolidated financial position condition and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied throughout the periods involved, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statements. As statements referred to in CLAUSE (II) above. (b) The most recent consolidated and consolidating balance sheet and statements of operations and stockholders equity and consolidated statement of cash flows, together with the respective notes thereto, delivered to each of the Closing DateLenders in accordance with the provisions of SECTION 5.1(A) or (B), as the case may be, present fairly, in all material respects, the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the period then ended in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of statements referred to in SECTION 5.1(B). (c) Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, none of the Borrower or any Restricted Subsidiary has any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since January 31, 2000, there has been occurred no change, event, development circumstance or circumstance condition in or with respect to the business, assets, liabilities, condition (financial or otherwise) or prospects of which the Borrower or any Loan Party is aware that Restricted Subsidiary which, individually or in the aggregate with all other such changes, events, circumstances and conditions occurring since January 31, 2000, has had resulted in, or could reasonably be expected to have result in, 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 Borrowers Borrower has heretofore furnished to the Lenders (i) have furnished to the Administrative Agent on or prior to the Closing Date, the audited combined consolidated financial statements of the Borrowers Borrower and their its Subsidiaries for the fiscal years ended December 31, 2013, December 31, 2014, and December 31, 2015 and (to the extent availableii) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statements) as of and for the Financial Years ended September 30, 2010, 2011 and 2012 and the unaudited combined consolidated interim financial statements of the Borrowers Borrower and their its Subsidiaries for each fiscal quarter ending after December 31, 2014, through and (to including the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period most recent fiscal quarter ended June 30, 2013, and (ii) will have furnished on or at least 45 days prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates and periods specified therein, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible OfficerEffective Date. Such financial statements present fairly, fairly in all material respects, respects the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statements. As of the Closing Date, there statements referred to in clause (ii) above. (b) The Borrower 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 heretofore furnished to the Lenders or pro forma consolidated financial statements of the Administrative Agent Borrower and its Subsidiaries giving effect to the Transactions for the twelve month period ended as of the last day of the Borrower’s fiscal year ended December 26, 2015. Such pro forma consolidated financial statements have been prepared in good faith by the Borrowers is or will beBorrower, when furnishedbased on assumptions that at the time prepared were believed by the Borrower to be reasonable, complete and correct accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the pro forma consolidated financial position of Borrower and does its consolidated Subsidiaries as of such date, assuming that the Transactions had actually occurred at such date; provided that such pro forma balance sheet may exclude the effects of purchase accounting adjustments. (c) Neither the Borrower nor any Subsidiary 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 (b) or in the notes thereto. No Material Adverse Effect has occurred since December 31, 2015. (d) All balance sheets, all statements of income and of cash flows and all other financial information of the Borrower and its Subsidiaries furnished pursuant to Section 5.1(a) or Section 5.1(b) have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied and do or will notpresent fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended. (e) The Borrower has heretofore furnished to the Lenders forecasts prepared by management of the Borrower and its Subsidiaries of balance sheets, when furnishedincome statements and cash flow statements on a quarterly basis for the first two years following the Effective Date and on an annual basis for the next three years thereafter (such forecasts to be prepared in accordance with GAAP and with adequate text explaining the assumptions from which they were prepared). Such forecasts were prepared in good faith on the basis of the assumptions stated therein, 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 which assumptions were fair in light of the circumstances under conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance, it being understood that such forecasts (i) are subject to significant uncertainties and contingencies, many of which such statements are made. The beyond the Borrower’s control, that no assurance can be given that any particular projections that have been or will be made available to the Lenders or the Administrative Agent by the Borrowers have been or will realized, that actual results may differ and that such differences may be prepared in good faith based upon reasonable assumptionsmaterial and (ii) are not a guarantee of performance.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lenders its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 20102015, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche LLP, 2013independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended March 31, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2016. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-its Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. As of the Closing Date. (b) Since March 31, 2016, (i) 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 Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Indebtedness (including that disclosed in all financial statementsDisqualified Capital Stock) pertaining to Parent GP or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Loan Parties other than projections Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. (the “Information”d) that The Borrower has been or will be made available heretofore furnished to the Lenders or its pro forma consolidated balance sheet as of the Administrative Agent Closing Date after giving pro forma effect to the transactions contemplated by this Agreement, including the Borrowers is or will berepayment of the Existing Credit Agreement. Such pro forma balance sheet presents fairly, when furnished, complete and correct in all material respects and does not or will notrespects, 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 pro forma balance sheet of the circumstances under which Borrower and its Consolidated Subsidiaries as of 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 date in good faith based upon reasonable assumptionsaccordance with GAAP.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lender its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 20102007, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche, 2013LLP, independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended June 30, in each case consisting of balance sheets2008, income statements and cash flow statements and certified certi­fied by a Responsible its Chief Financial Officer. Such financial statements state­ments present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lender its unaudited balance sheet, statements of income, and stockholders equity of the Borrower on a standalone basis (i) as of and for the fiscal year ended December 31, 2007, and (ii) as of and for the portion of the fiscal year ended June 30, 2008, all being certi­fied by its Chief Financial Officer. As Such financial state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a standalone basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (c) Since June 30, 2008, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Regulated Subsidiaries, taken as a whole, as of the Closing Date, there has been no event, development or circumstance of which any Loan Party is aware subsequently that has had not been publicly disclosed, except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All information . (including that disclosed in all financial statementsd) 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 Each of the circumstances under which such statements Borrower and Guarantor are made. The projections that have been or will be made available to the Lenders or the Administrative Agent not liable for any Indebtedness of their respective subsidiaries except as set forth on Schedule 3.04(d) hereof, and except as allowed by the Borrowers have been or will be prepared in good faith based upon reasonable assumptionsArticle VI hereof.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lenders its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 20102015, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche LLP, 2013independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended June 30, in each case consisting of balance sheets, income statements and cash flow statements and certified by a Responsible Officer2016. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-its Consolidated Subsidiaries, as applicable, Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. As of the Closing Date. (b) Since June 30, 2016, (i) 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 Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Indebtedness (including that disclosed in all financial statementsDisqualified Capital Stock) pertaining to Parent GP or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Loan Parties other than projections Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements. (the “Information”d) that The Borrower has been or will be made available heretofore furnished to the Lenders or its pro forma consolidated balance sheet as of the Administrative Agent Closing Date after giving pro forma effect to the transactions contemplated by this Agreement, including the Borrowers is or will berepayment of the DIP Credit Agreement. Such pro forma balance sheet presents fairly, when furnished, complete and correct in all material respects and does not or will notrespects, 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 pro forma balance sheet of the circumstances under which Borrower and its Consolidated Subsidiaries as of 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 date in good faith based upon reasonable assumptionsaccordance with GAAP.

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lender its consolidated financial balance sheet and statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheetsincome, income statements stockholders equity and cash flow statementsflows (i) as of and for the Financial Years fiscal year ended September 30December 31, 20102006, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Deloitte & Touche, 2013LLP, independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended September 30, in each case consisting of balance sheets2007, income statements and cash flow statements and certified certi­fied by a Responsible its Chief Financial Officer. Such financial statements state­ments present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their Subsidiaries, on a combined its consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, 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 quarterly statementsstatements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lender its unaudited balance sheet, statements of income, and stockholders equity of the Borrower on a standalone basis (i) as of and for the fiscal year ended December 31, 2006, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2007, all being certi­fied by its Chief Financial Officer. As Such financial state­ments present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a standalone basis as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (c) Since September 30, 2007, there has been no change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Regulated Subsidiaries, taken as a whole, as of the Closing Date, there has been no event, development or circumstance of which any Loan Party is aware subsequently that has had not been publicly disclosed, except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. All information . (including that disclosed in all financial statementsd) 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 Each of the circumstances under which such statements Borrower and Guarantor are madenot liable for any Indebtedness of their respective subsidiaries except as set forth on Schedule 3.04(d) hereof, and except as allowed by Article VI hereof. 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.SECTION

Financial Condition; No Material Adverse Effect. (a) The Borrowers (i) have Borrower has heretofore furnished to the Administrative Agent on or prior to the Closing Date, the audited combined Lenders its consolidated financial balance sheet and statements of the Borrowers consolidated operations and their Subsidiaries retained earnings, consolidated shareholders' equity and consolidated cash flows (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary (in each case consisting of balance sheets, income statements and cash flow statementsi) as of and for the Financial Years fiscal year ended September 30February 24, 20102007, 2011 and 2012 and the unaudited combined consolidated financial statements of the Borrowers and their Subsidiaries and (to the extent available) the unaudited unit financial statements of each Non-Consolidated Subsidiary for the nine month period ended June 30reported on by Pricewaterhouse Coopers LLP, 2013independent public accountants, and (ii) will have furnished on or prior to the date required by Section 8.01(1)(a), the combined consolidated financial statements of the Borrowers and their Subsidiaries, the consolidated financial statements of Parent GP, and the unit financial statements for each of the required Non-Consolidated Subsidiaries, as of and for the dates fiscal quarter and periods specified thereinthe portion of the fiscal year ended September 8, in each case consisting of balance sheets2007, income statements and cash flow statements and certified by a Responsible Officerits chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrowers Borrower and their the Subsidiaries (other than the Target and its Subsidiaries, on a combined consolidated basis, of Parent GP on a consolidated basis, or of such Non-Consolidated Subsidiaries, as applicable, ) as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the quarterly statements. As statements referred to in CLAUSE (ii) above. (b) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of consolidated operations and retained earnings, consolidated shareholders' equity and consolidated cash flows of the Closing DateTarget and its Subsidiaries (i) as of and for the fiscal year ended February 3, there has been 2007, reported on by Deloitte & Touche, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended August 4, 2007, certified by the Target's chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Target and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in CLAUSE (ii) above. (c) The unaudited consolidated pro forma balance sheet of the Borrower and its Subsidiaries as of September 8, 2007, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the twelve month period then ended, certified by the chief financial officer, senior vice president-finance, or treasurer of the Borrower fairly present the consolidated financial condition of Borrower and its Subsidiaries as at such date and the consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, in the case of the consolidated balance sheet, giving pro forma effect to the Transaction. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, a reasonable estimate of the Borrower's and its Subsidiaries future financial condition and performance, giving pro forma effect to the Transaction. (e) Since the date of the Acquisition Agreement, no eventchange, development event or circumstance of which any Loan Party is aware shall have occurred that has had resulted or could reasonably be expected to have result in a Closing Date 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.