Common use of Financial Statements; Financial Condition; Projections Clause in Contracts

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans). (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31, 2015 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (ia) The consolidated balance sheets included in the audited financial statements delivered pursuant to Section 9.01(b) of the Lead Borrower and its consolidated Subsidiaries for Original Credit Agreement as of the fiscal period year ended December 31, 2015, 2020 and the related consolidated statements of income, cash flows and retained earnings of included in the Lead Borrower and its consolidated Subsidiaries audited financial statements for each such the fiscal year ended December 31, 2020, present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries and with respect to such audited financial statements of Lead Borrower, in each case, at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing First Restatement Effective Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans)Transaction. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative AgentAgent (it being understood and agreed that the Projections are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties and their Restricted Subsidiaries, no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by the Projections may differ from projected results, and such differences may be material). (d) Since December 31, 2015 there has been no Material Adverse Effect, and the First Restatement Effective Date there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries Acquired Business for the fiscal period ended December 31September 30, 2015, 2015 and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries Acquired Business for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries Acquired Business at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries Acquired Business for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young KPMG LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes.[Reserved] (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (iiiii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (iiiii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans)Transaction. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative AgentAgent (it being understood and agreed that the Projections are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties and their Restricted Subsidiaries, no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by the Projections may differ from projected results, and such differences may be material). (d) Since December 31, 2015 there has been no Material Adverse Effect, and the Closing Date there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, 2015 and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, 6.11 have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans). (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31, 2015 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (a) (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, Annual Financial Statements and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year Quarterly Financial Statements fairly present fairly in all material respects the consolidated financial position condition of the Lead Borrower Holdings and its consolidated Subsidiaries at as of the dates of such balance sheets thereof and the consolidated their results of operations for the operations of the Lead Borrower and its consolidated Subsidiaries for period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. , (iiA) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise expressly noted thereintherein and (B) subject, subject in the case of the Quarterly Financial Statements, to changes resulting from normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. footnotes and (iiiii) The the unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statements of operations and cash flows of Xxxx Intermediate as of and for the twelve-month period ending on the last day of the Lead Borrower furnished most recently completed four-Fiscal Quarter period of Holdings ended at least 45 days prior to the Lenders pursuant Closing Date, prepared after giving effect to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statements of operations and cash flows) and any other adjustments as agreed by the Sponsor and the financing therefor had occurred Joint Lead Arrangers (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on such date. Such the Annual Financial Statements and the Quarterly Financial Statements and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma consolidated balance sheet presents a good faith estimate of basis the pro forma consolidated estimated financial position of the Lead Borrower and its Restricted Subsidiaries as of June 30, 2016. The pro forma consolidated income statement at the last day of the Lead Borrower furnished to the Lenders pursuant to clause (ii) four-Fiscal Quarter period referenced above and their estimated results of Section 6.11 has been prepared operations for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter periodperiod covered thereby. (b) On and as of the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions to all Indebtedness (including the incurrence of all Term Loans and the ABL Loans)) being incurred or assumed and Liens created by the Credit Parties in connection therewith, Holdings and its Restricted Subsidiaries taken as a whole are Solvent. (c) The Projections delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at by the time made and at preparers thereof as of the time delivered to the Administrative AgentClosing Date. (d) Since December 31After giving effect to the Transaction, 2015 there since March 30, 2015, nothing has been no Material Adverse Effectoccurred that has had, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (ia) (x) The audited consolidated balance sheets sheet of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31Parent at January 2, 20152016, and the related consolidated statements of income, income and cash flows and retained earnings stockholders’ deficit of Parent for the Lead Borrower and its consolidated Subsidiaries for each Fiscal Year of Parent ended on such fiscal year date, furnished to the Administrative Agent prior to the Effective Date, present fairly in all material respects the consolidated financial position of the Lead Borrower Parent and its consolidated Restricted Subsidiaries at the dates date of such balance sheets said financial statements and the results for the respective periods covered thereby and (y) the unaudited consolidated results balance sheet of the operations Parent at April 2, 2016 and the related consolidated statements of income and cash flows of the Lead Borrower and its consolidated Subsidiaries Parent for the periods covered thereby. All Fiscal Quarter ended on such date, furnished to the Administrative Agent prior to the Effective Date, present fairly in all material respects the consolidated financial condition of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower Parent and its Subsidiaries furnished at the date of said financial statements and the results for the period covered thereby, subject to the Lenders on or prior to the Closing Date pursuant to clause (i) absence of Section 6.11, footnotes and normal year-end adjustments. All such financial statements have been prepared in accordance with U.S. GAAP consistently applied by except to the Lead Borrowerextent provided in the notes to said financial statements and subject, except as otherwise noted thereinin the case of the unaudited financial statements, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On and as of the Closing Effective Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and to all Indebtedness being incurred or assumed and Liens created by the related financing transactions (including the incurrence of all Term Loans)Credit Parties in connection therewith, Parent and its Restricted Subsidiaries, taken as a whole, are Solvent. (c) The Projections delivered to the Administrative Agent prior to the Effective Date have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at by the time made and at preparers thereof as of the time delivered to Effective Date (it being recognized by the Administrative AgentAgent and the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results included in such Projections and such difference may be material). (d) Since December 31January 2, 2015 there 2016, nothing has been no Material Adverse Effectoccurred that has had, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower Holdings and its consolidated Subsidiaries for each of the fiscal period years ended December 31September 27, 20152009, September 30, 2010 and September 30, 2011, respectively, and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower Holdings and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower Holdings and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower Holdings and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst Deloitte & Young Touche LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower Holdings and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead BorrowerHoldings, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower Holdings furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 2012 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower Holdings as of June 30, 20162012. The pro forma consolidated income statement of the Lead Borrower Holdings furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 20162012, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower Holdings as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On and as of the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans), (i) the Fair Value and Present Fair Salable Value of the assets of Holdings and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Holdings and its Subsidiaries taken as a whole Do not Have Unreasonably Small Capital; and (iii) Holdings and its Subsidiaries taken as a whole Will be Able To Pay their Stated Liabilities and Identified Contingent Liabilities as they Mature or (in the case of contingent liabilities) otherwise become payable. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to September 30, 2015 2011), since September 30, 2011 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower Holdings and its consolidated Subsidiaries for each of the fiscal period years ended December 31September 27, 20152009, September 30, 2010 and September 30, 2011, respectively, and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower Holdings and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower Holdings and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower Holdings and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst Deloitte & Young Touche LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower Holdings and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead BorrowerHoldings, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower Holdings furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 2012 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower Holdings as of June 30, 20162012. The pro forma consolidated income statement of the Lead Borrower Holdings furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 20162012, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower Holdings as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On and as of the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans), (i) the Fair Value and Present Fair Salable Value of the assets of Holdings and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities; (ii) Holdings and its Subsidiaries taken as a whole Do not Have Unreasonably Small Capital; and (iii) Holdings and its Subsidiaries taken as a whole Will be Able To Pay their Stated Liabilities and Identified Contingent Liabilities as they Mature or (in the case of contingent liabilities) otherwise become payable. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31After giving effect to the Transaction (but for this purpose assuming that the Transaction and the related financing had occurred prior to September 30, 2015 2011), since September 30, 2011 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, 2015 and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, 6.11 have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans). (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31, 2015 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.consolidated

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 20152019, and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders Administrative Agent on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders Administrative Agent pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 2020 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 20162020. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders Administrative Agent pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 20162020, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans). (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31, 2015 2019 there has been no Material Adverse Effect, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (ia) The consolidated balance sheets included in the Audited Financial Statements as of the Lead Borrower and its consolidated Subsidiaries for the fiscal period year ended December 31, 2015, 2016 and the related consolidated statements of income, cash flows and retained earnings of included in the Lead Borrower and its consolidated Subsidiaries Audited Financial Statements for each such the fiscal year ended December 31, 2016, present fairly in all material respects the consolidated financial position of (x) the HTA Targets and their respective Subsidiaries, with respect to such Audited Financial Statements of the HTA Targets, and (y) Lead Borrower and its consolidated Subsidiaries (prior to giving effect to the Acquisition) with respect to such Audited Financial Statements of Lead Borrower, in each case, at the dates of such balance sheets and the consolidated results of the operations of the HTA Targets or Lead Borrower and its consolidated Subsidiaries Borrower, as applicable, for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) . [Reserved]. The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (iic) of Section 6.11 has been prepared as of June September 30, 2016 2017 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (iic) of Section 6.11 has been prepared for the four fiscal quarters ended June September 30, 20162017, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans)Transaction. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative AgentAgent (it being understood and agreed that the Projections are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties and their Restricted Subsidiaries, no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by the Projections may differ from projected results, and such differences may be material). (d) Since December 31, 2015 there has been no Material Adverse Effect, and the Closing Date there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower Holdings and its consolidated Subsidiaries for the fiscal period years ended December 31, 20152014, December 31, 2013 and December 31, 2012 and the related consolidated statements of income, cash flows income and retained earnings and cash flows of the Lead Borrower Holdings and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated combined financial position of the Lead Borrower Holdings and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated combined results of the operations of the Lead Borrower Holdings and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower Holdings and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.116.10, have been prepared in accordance with U.S. GAAP consistently applied by the Lead BorrowerHoldings and its Subsidiaries, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. (iii) The pro forma consolidated balance sheet and the related consolidated statements of the Lead Borrower income and cash flows for Holdings and its Subsidiaries furnished to the Lenders pursuant to clause (iiiii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents present a good faith estimate of the pro forma consolidated financial position of the Lead Borrower Holdings and its Subsidiaries as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared and for the four fiscal quarters quarter period ended June September 30, 20162015, prepared after giving effect to the adjustments to Indebtedness and Equity Interests in connection with the Transactions as if the Transaction and the financing therefor Transactions had occurred on the first last day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of period (in the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day case of such four-quarter periodbalance sheet) or at the beginning of such period (in the case of such other financial statements). (b) On and as of the Closing Date, Holdingsafter giving effect to the consummation of the Transaction (i) the sum of the Indebtedness (including contingent liabilities) of Holdings and its Subsidiaries, on a consolidated basis, does not exceed the Lead Borrower present fair value of the assets of Holdings and its Subsidiaries, on a consolidated basis, (ii) the capital of Holdings and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the Closing Date, (iii) Holdings and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, Indebtedness including current obligations, beyond their ability to pay such Indebtedness as they become due (whether at maturity or otherwise) and (iv) Holdings and its Subsidiaries, on a consolidated basis, are Solvent after giving effect “solvent” within the meaning given to the consummation of the Transaction that term and the related financing transactions (including the incurrence of all Term Loans)similar terms under applicable laws relating to fraudulent transfers and conveyances. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by Since the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative Agent. (d) Since December 31, 2015 Closing Date there has been no Material Adverse Effect, and there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (a) (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, Annual Financial Statements and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year Quarterly Financial Statements fairly present fairly in all material respects the consolidated financial position condition of the Lead Borrower Parent and its consolidated Subsidiaries at as of the dates of such balance sheets thereof and the consolidated their results of operations for the operations of the Lead Borrower and its consolidated Subsidiaries for period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied. , (iiA) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise expressly noted thereintherein and (B) subject, subject in the case of the Quarterly Financial Statements, to changes resulting from normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes. footnotes and (iiiii) The the unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statements of operations and cash flows of Xxxx Intermediate as of, and for the Lead Borrower furnished 12 month period ending on the last day of, the most recently completed four-Fiscal Quarter period of Parent ended at least 45 days prior to the Lenders pursuant Effective Date, prepared after giving effect to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statements of operations and cash flows) and any other adjustments as agreed by the Sponsor and the financing therefor had occurred Joint Lead Arrangers (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on such date. Such the Annual Financial Statements and the Quarterly Financial Statements and have been prepared in good faith, based on assumptions believed by Parent to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma consolidated balance sheet presents a good faith estimate of basis the pro forma consolidated estimated financial position of Parent and its Restricted Subsidiaries as at the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement last day of the Lead Borrower furnished to the Lenders pursuant to clause (ii) four-Fiscal Quarter period referenced above and their estimated results of Section 6.11 has been prepared operations for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter periodperiod covered thereby. (b) On and as of the Closing Effective Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions to all Indebtedness (including the incurrence of all Loans and the Term Loans)) being incurred or assumed and Liens created by the Credit Parties in connection therewith, Parent, the Company and its Restricted Subsidiaries taken as a whole are Solvent. (c) The Projections delivered to the Administrative Agent and the Lenders prior to the Effective Date have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at by the time made and at preparers thereof as of the time delivered to the Administrative AgentEffective Date. (d) Since December 31After giving effect to the Transaction, 2015 there since March 30, 2015, nothing has been no Material Adverse Effectoccurred that has had, and there has been no change, event or occurrence that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets included in (x) the Audited Borrower Financial Statements as of the Lead Borrower and its consolidated Subsidiaries for the fiscal period year ended December 31, 2015, 2020 and the related audited consolidated statements of operations, comprehensive loss, cash flows and stockholders’ deficit of the Borrower included in the Audited Borrower Financial Statements for the fiscal year ended December 31, 2020 and (y) the Audited Target Financial Statements as of the fiscal year ended December 31, 2020 and the related audited consolidated statements of income, consolidated statements of partners’ equity and consolidated statements of cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries Target included in the Audited Target Financial Statements for each such the fiscal year ended December 31, 2020, in each case, present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries and the Target, as applicable, with respect to such Audited Borrower Financial Statements or Audited Target Financial Statements, as the case may be, in each case, at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries the Target, as applicable, for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied. (ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes[Reserved]. (iii) The pro forma consolidated combined balance sheet of the Lead Borrower and its consolidated Subsidiaries furnished to the Lenders Commitment Parties pursuant to clause (iiiii) of Section 6.11 has been prepared as of June 30December 31, 2016 2020 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income combined statement of income of the Lead Borrower and its consolidated Subsidiaries furnished to the Lenders Commitment Parties pursuant to clause (iiiii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30December 31, 20162020, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. (b) On the Closing Date, Holdings, the Lead Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans)Transaction. (c) The Projections have been prepared in good faith and are based on assumptions that were believed by the Lead Borrower to be reasonable at the time made and at the time delivered to the Administrative AgentAgent (it being understood and agreed that the Projections are not to be viewed as facts, the Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties and their Restricted Subsidiaries, no assurance can be given that any particular Projections will be realized and that actual results during the period or periods covered by the Projections may differ from projected results, and such differences may be material). (d) Since December 31, 2015 there has been no Material Adverse Effect, and the Closing Date there has been no change, event or occurrence that could would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.