Common use of Financial Information; Solvency Clause in Contracts

Financial Information; Solvency. (a) Parent has made available to the independent directors of the Company Board true and correct copies of (i) the audited consolidated balance sheets of Staples and its Subsidiaries as of February 3, 2018 (Successor) and January 28, 2017 (Predecessor) and the related audited consolidated statements of income, comprehensive income, stockholders’ equity and cash flows of Staples and its Subsidiaries for the periods June 15, 2017 through February 3, 2018 (Successor) and January 29, 2017 through September 12, 2017 and the years ended January 28, 2017 and January 30, 2016 (Predecessor), together with a report on the financial statements from the independent accounts for Staples and its Subsidiaries (the “Staples Audited Financial Statements”), and (ii) the unaudited condensed consolidated balance sheets of Staples and its Subsidiaries as of May 5, 2018 and the unaudited condensed consolidated statements of comprehensive income and cash flows of Staples and its Subsidiaries for the thirteen weeks ended May 5, 2018 (the “Staples Interim Financial Statements” and, together with the Staples Audited Financial Statements, the “Staples Financial Statements”). (b) The Staples Financial Statements were prepared in accordance with GAAP consistently applied during the periods covered thereby (except as may be indicated in the notes thereto), subject, in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which would be material (individually or in the aggregate), and the absence of notes. The Staples Financial Statements present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of Parent for the periods covered thereby, subject, in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which are reasonably expected to be material (individually or in the aggregate) and the absence of notes. (c) Upon the consummation of the Contemplated Transactions, assuming the accuracy of the representations and warranties of the Company contained in Article IV, (i) Parent will not be insolvent, (ii) Parent will not be left with unreasonably small capital, (iii) Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of Parent will not be impaired.

Financial Information; Solvency. (a) Parent has made available Except as disclosed in ITEM 4 ("Exceptions to the independent directors GAAP") of the Company Board true Disclosure Schedule, all balance sheets, all statements of operations, stockholders' equity and correct copies cash flows, and all other financial information of the Borrower which have been or shall hereafter be furnished by or on behalf of the Borrower to each Lender and the Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, including (i) the consolidated audited consolidated balance sheets of Staples and its Subsidiaries the Borrower as of February 3December 31, 2018 (Successor) 1995 and January 28December 31, 2017 (Predecessor) 1996, and the related audited consolidated statements of income, comprehensive income, stockholders’ equity income and cash flows for each of Staples the three (3) fiscal years of the Borrower ending December 31, 1994, December 31, 1995 and its Subsidiaries for the periods June 15December 31, 2017 through February 3, 2018 (Successor) and January 29, 2017 through September 12, 2017 and the years ended January 28, 2017 and January 30, 2016 (Predecessor)1996, together with a report on the financial statements from the independent accounts for Staples opinion thereon of Price Waterhouse LLP and its Subsidiaries (the “Staples Audited Financial Statements”), and (ii) the unaudited condensed consolidated balance sheets of Staples and its Subsidiaries as of May 5, 2018 and the unaudited condensed consolidated statements of comprehensive income and cash flows of Staples and its Subsidiaries the Borrower for the thirteen weeks ended May 5three-month period ending March 31, 2018 1997; (ii) the “Staples Interim Financial Statements” and, together Form 10-KSB of the Borrower as filed with the Staples Audited Financial StatementsSecurities and Exchange Commission for the period ending December 31, the “Staples Financial Statements”).1996 and any amendments thereto; (biii) The Staples Financial Statements were the PRO FORMA Balance Sheets; and (iv) the Projections; have been prepared in accordance with GAAP consistently applied during (except to the extent items in the Projections are based upon estimates) throughout the periods covered thereby (except as may be indicated involved and present fairly in all material respects the notes thereto), matters reflected therein subject, in the case of the Staples Interim Financial Statementsunaudited statements, to changes resulting from normal and recurring year-end adjustments, none of which would be material (individually or in the aggregate), audit adjustments and except as to the absence of notesfootnotes. The Staples Financial Statements present fairlyAs of the date hereof, in all neither the Borrower nor any of its Subsidiaries has material respectscontingent liabilities or material liabilities for taxes, the consolidated financial position and the consolidated results of operations of Parent for the periods covered thereby, subject, long-term leases or unusual forward or long-term commitments which are not reflected in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which are reasonably expected to be material financial statements described in clause (individually or in the aggregate) and the absence of notesi). (cb) Upon Giving effect to the consummation transactions contemplated by this Agreement and the other Loan Documents (including the making of Loans), the Contemplated Transactions, assuming the accuracy Borrower and each of the representations and warranties of the Company contained in Article IV, (i) Parent will not be insolvent, (ii) Parent will not be left with unreasonably small capital, (iii) Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of Parent will not be impairedSubsidiaries is Solvent.

Financial Information; Solvency. (a) Parent has made available Except as disclosed in Item 7 (Exceptions to GAAP) of the Disclosure Schedule, all balance sheets, all statements of operations, stockholders' equity and cash flows, and all other financial information of Brunswick and STI which have been furnished by or on behalf of Brunswick or STI to the independent directors Agent and the Lenders for the purposes of the Company Board true and correct copies of or in connection with this Agreement or any transaction contemplated hereby, including: (i) the consolidated audited consolidated balance sheets of Staples and its Subsidiaries Brunswick as of February 3June 30, 2018 (Successor) 1994 and January 28June 30, 2017 (Predecessor) 1995, and the related audited consolidated statements of income, comprehensive income, stockholders’ equity income and cash flows for each of Staples and its Subsidiaries for the periods two (2) fiscal years of Brunswick ending June 15, 2017 through February 3, 2018 (Successor) and January 29, 2017 through September 12, 2017 and the years ended January 28, 2017 and January 30, 2016 (Predecessor)1994 and June 30, 1995, together with a report on the financial statements from the independent accounts for Staples and its Subsidiaries (the “Staples Audited Financial Statements”), and opinion thereon of Arthxx Xxxexxxx XXX; (ii) the unaudited condensed consolidated balance sheets of Staples and its Subsidiaries Brunswick as of May 5September 30, 2018 1995 and December 31, 1995, and the unaudited condensed related consolidated statements of comprehensive income for each of the fiscal quarters of Brunswick ending September 30, 1995 and December 31, 1995; (iii) the consolidated audited balance sheets of STI as of July 31, 1994 and July 31, 1995, and the related consolidated statements of income and cash flows for each of Staples the two (2) fiscal years of STI ending July 31, 1994 and July 31, 1995, each as included in its Subsidiaries for annual report on Form 10-K filed with the thirteen weeks ended May 5, 2018 (the “Staples Interim Financial Statements” andSecurities and Exchange Commission, together with the Staples Audited Financial Statements, the “Staples Financial Statements”).opinion thereon of Price Waterhouse LLP; (biv) The Staples Financial Statements were the unaudited consolidated balance sheets of STI as of October 31, 1995 and January 31, 1996 and the related consolidated statements of income for each of the fiscal quarters of STI ending October 31, 1996 and January 31, 1996, each as included in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission; (v) the Closing Date Pro Forma Balance Sheet; (vi) the Trial Merger Pro Forma Balance Sheet; and (vii) the Projections; have been prepared in accordance with GAAP consistently applied during (except to the extent items in the Closing Date Pro Forma Balance Sheet, the Trial Merger Pro Forma Balance Sheet, and the Projections are based upon estimates) throughout the periods covered thereby (except as may be indicated involved and present fairly in all material respects the notes thereto), matters reflected therein subject, in the case of the Staples Interim Financial Statementsunaudited statements, to changes resulting from normal and recurring year-end adjustments, none of which would be material (individually or in the aggregate), audit adjustments and except as to the absence of notesfootnotes. The Staples Financial Statements present fairlyAs of the Closing Date, in all neither Brunswick nor STI nor any of their respective Subsidiaries has material respectscontingent liabilities or material liabilities for taxes, the consolidated financial position and the consolidated results of operations of Parent for the periods covered thereby, subject, long-term leases or unusual forward or long-term commitments which are not reflected in the case of the Staples Interim Financial Statementsfinancial statements described in clauses (i), to normal and recurring year-end adjustments(ii), none of which are reasonably expected to be material (individually or in the aggregateiii), (iv), (v) and the absence of notes(vi). (cb) Upon After giving effect to the consummation of the Contemplated Transactionstransactions contemplated by this Agreement and the other Loan Documents to occur on the Closing Date (including the Acquisition and the Bridge Loan), assuming the accuracy of the representations and warranties of the Company contained in Article IV, (i) Parent will not be insolvent, (ii) Parent will not be left with unreasonably small capital, (iii) Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of Parent will not be impairedBrunswick is Solvent.

Financial Information; Solvency. (a) Parent has made available Except as disclosed in Item 4 ("Exceptions to the independent directors GAAP") of the Company Board true Disclosure Schedule, all balance sheets, all statements of operations, stockholders' equity and correct copies cash flows, and all other financial information of the Borrower which have been or shall hereafter be furnished by or on behalf of the Borrower to each Lender and the Agent for the purposes of or in connection with this Agreement or any transaction contemplated hereby, including (i) the consolidated audited consolidated balance sheets of Staples and its Subsidiaries the Borrower as of February 3December 31, 2018 (Successor) 1995 and January 28December 31, 2017 (Predecessor) 1996, and the related audited consolidated statements of income, comprehensive income, stockholders’ equity income and cash flows for each of Staples the three (3) fiscal years of the Borrower ending December 31, 1994, December 31, 1995 and its Subsidiaries for the periods June 15December 31, 2017 through February 3, 2018 (Successor) and January 29, 2017 through September 12, 2017 and the years ended January 28, 2017 and January 30, 2016 (Predecessor)1996, together with a report on the financial statements from the independent accounts for Staples opinion thereon of Price Waterhouse LLP and its Subsidiaries (the “Staples Audited Financial Statements”), and (ii) the unaudited condensed consolidated balance sheets of Staples and its Subsidiaries as of May 5, 2018 and the unaudited condensed consolidated statements of comprehensive income and cash flows of Staples and its Subsidiaries the Borrower for the thirteen weeks ended May 5three-month period ending March 31, 2018 1997; (ii) the “Staples Interim Financial Statements” and, together Form 10-KSB of the Borrower as filed with the Staples Audited Financial StatementsSecurities and Exchange Commission for the period ending December 31, the “Staples Financial Statements”).1996 and any amendments thereto; (biii) The Staples Financial Statements were the Pro Forma Balance Sheets; and (iv) the Projections; have been prepared in accordance with GAAP consistently applied during (except to the extent items in the Projections are based upon estimates) throughout the periods covered thereby (except as may be indicated involved and present fairly in all material respects the notes thereto), matters reflected therein subject, in the case of the Staples Interim Financial Statementsunaudited statements, to changes resulting from normal and recurring year-end adjustments, none of which would be material (individually or in the aggregate), audit adjustments and except as to the absence of notesfootnotes. The Staples Financial Statements present fairlyAs of the date hereof, in all neither the Borrower nor any of its Subsidiaries has material respectscontingent liabilities or material liabilities for taxes, the consolidated financial position and the consolidated results of operations of Parent for the periods covered thereby, subject, long-term leases or unusual forward or long-term commitments which are not reflected in the case of the Staples Interim Financial Statements, to normal and recurring year-end adjustments, none of which are reasonably expected to be material financial statements described in clause (individually or in the aggregate) and the absence of notesi). (cb) Upon Giving effect to the consummation transactions contemplated by this Agreement and the other Loan Documents (including the making of Loans), the Contemplated Transactions, assuming the accuracy Borrower and each of the representations and warranties of the Company contained in Article IV, (i) Parent will not be insolvent, (ii) Parent will not be left with unreasonably small capital, (iii) Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of Parent will not be impairedSubsidiaries is Solvent.