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

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotes) and fairly present in all material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreement, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2015 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by KPMG LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of [June 30], 2016 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by a Financial Officer of the Borrower. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, subject to the extent such statements are subject to normal absence of footnotes and year-end audit adjustments in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 2015, and do not include complete footnotes) and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended [June 30], 2016, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2015 and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreementpartial year ended [June 30], there has been no act2016, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash statutory accounting practices prescribed or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested permitted by the Petro Companies or Agent to evidence the release of such liens and security interestsApplicable Insurance Regulatory Authority.

Financial Statements; No Material Adverse Change. All (a) As of the date hereof, the Borrower has furnished to the Lenders the audited consolidated balance sheet of the Borrower as at September 30, 2009 and the related consolidated income statement and consolidated statement of shareholders’ equity and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG LLP, which financial statements relating present fairly, in all material respects, the consolidated financial position of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. As of the date hereof, the Borrower has furnished to any the Lenders the unaudited consolidated balance sheet of the Borrower or Guarantor as at December 31, 2009, and the related unaudited consolidated income statement and consolidated statement of cash flows for the three-month period ended on such date, which have been or may hereafter be delivered by any financial statements present fairly, in all material respects, the consolidated financial position of the Borrower or Guarantor as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to Agent normal year-end audit adjustments and Lenders the absence of certain footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants or otherwise disclosed therein). (b) As of the Closing Date, the Borrower has furnished to any interim the Lenders (i) the unaudited pro forma consolidated balance sheet of the Borrower as at the end of the most recent fiscal year of the Borrower ended at least 90 days prior to the Closing Date and (ii) unaudited pro forma consolidated income statement of the Borrower (x) for the most recent fiscal year of the Borrower ended at least 90 days prior to the Closing Date and (y) for the most recent fiscal quarter of the Borrower ended at least 45 days prior to the Closing Date, each of which has been prepared giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (A) the consummation of the Offer, the Merger and the Target Refinancing, (B) the Loans to be made and the use of proceeds thereof and (C) the payment of fees and expenses in connection with the foregoing. Such pro forma financial statementsstatements have each been prepared based on the best information available to the Borrower as of the date of delivery thereof and, to the extent such statements are subject practicable, in accordance with Regulation S-X (it being acknowledged that the Borrower is limited to normal year-end adjustments and do not include complete footnotes) and fairly present in all material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior publicly available information relating to the date Target and its Subsidiaries). (c) As of this Agreementthe Closing Date, (i) there has been no actnot occurred any event, condition change, occurrence or event which circumstance that, individually or in the aggregate, has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse effect on the date business, operation, property or financial condition of the most recent audited Borrower and its Subsidiaries (other than the Target and its Subsidiaries), taken as a whole, since September 30, 2009 and (ii) no change has occurred or been threatened (and no development has occurred or been threatened that involves a prospective change) in the business, assets, liabilities, financial statements condition, capitalization, operations, results of operations or prospects of the Target or any Borrower of its Affiliates that, in the Borrower’s judgment, is or Guarantor furnished by any Borrower or Guarantor to Agent prior may be materially adverse to the date Target or any of its Affiliates (it being agreed that this Agreement. The Petro Companies have, prior clause (ii) shall be automatically amended to conform to the date hereof and in accordance with condition (or, if applicable, the terms representation) relating to the absence of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash “material adverse effect” (or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penaltiesequivalent concept) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of Target and its Affiliates set forth in the Petro Companies and Offer Documents (or, if applicable, the Capital Stock Merger Agreement) as in Petro will be automatically released and effect on the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsClosing Date).

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended September 30, 2016, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended June 30, 2017. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended as of the most recently ended Fiscal Quarter for which financial statements are available, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended as disclosed in any interim of the most recently ended Fiscal Quarter for which financial statements furnished by Borrowers and Guarantors to Agent prior to are available, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2010 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2011 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Except as expressly disclosed in the Form 10-Q as of June 30, 2011 filed by the Borrower with the SEC on August , 2011, since December 31, 2010, (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited financial statements pursuant to Section 5.01(i)) there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2010, and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended June 30, 2011, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2010, and Guarantor as at partial year ended June 30, 2011, in accordance with statutory accounting practices prescribed or permitted by the dates and for the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince June 30, 2011, there has been no actmaterial adverse change in the financial condition, condition operations, business or event which has had or is reasonably likely to have prospects taken as a Material Adverse Effect since the date of the most recent audited financial statements whole of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at June 30, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2011.

Financial Statements; No Material Adverse Change. All (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, as at December 31, 2010 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly in all material respects the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries, as at such date, and the consolidated results of their operations and their consolidated cash flows for such fiscal year then ended in accordance with GAAP applied consistently throughout the periods involved (except as to any interim approved by the aforementioned firm of accountants and disclosed therein). (b) The audited statutory financial statementsstatements of Symetra Life Insurance Company for fiscal year 2010, to the extent such statements are subject to normal year-end adjustments reported on and do not include complete footnotes) and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly present in all material respects the financial condition of Symetra Life Insurance Company, for the period covered thereby in accordance with SAP applied consistently through the period involved (except as approved by the aforementioned firm of accountants and disclosed therein). (c) The unaudited consolidated balance sheet of the results of operation of such Borrower and Guarantor its consolidated Subsidiaries, as at the dates of and for the periods set forth therein. Except fiscal quarter ended September 30, 2011, and the related unaudited consolidated statements of income and cash flows for such fiscal quarters ended on such dates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended in accordance with GAAP applied consistently throughout the period involved (except (x) as approved by the aforementioned firms of accountants and disclosed in any therein or (y) for normal year-end audit adjustments and the absence of footnotes). (d) The unaudited interim statutory financial statements furnished by Borrowers and Guarantors to Agent prior to of Symetra Life Insurance Company for the date quarterly period ended September 30, 2011 present fairly in all material respects the financial condition of this AgreementSymetra Life Insurance Company for the quarter then ended in accordance with SAP applied consistently throughout the period involved. (e) Since December 31, 2010, there has been no actmaterial adverse change in the business, assets, property or financial condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveand its Subsidiaries, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2012 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by KPMG LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2013 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by a Financial Officer of the Borrower. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, subject to the extent such statements are subject to normal absence of footnotes and year-end audit adjustments in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 2012, and do not include complete footnotes) and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended September 30, 2013, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2012 and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreementpartial year ended September 30, there has been no act2013, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash statutory accounting practices prescribed or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested permitted by the Petro Companies or Agent to evidence the release of such liens and security interestsApplicable Insurance Regulatory Authority.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been (a) The Audited Financial Statements (i) were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower, the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower, the Parent and its Subsidiaries as of the date thereof required to any interim be disclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statementsstatements of the Borrower, the Parent and its Subsidiaries dated [September 30, 2005], and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower, the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the extent such statements are subject absence of footnotes and to normal year-end adjustments audit adjustments. (c) [INTENTIONALLY DELETED] (d) The consolidated forecasted balance sheets, statements of income and do not include complete footnotes) and fairly present in all material respects statements of cash flows of the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior Reorganizing Debtors delivered to the date of this Agreement, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and Lender in connection with this Credit Agreement were prepared in good faith on the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds basis of the Petro Indenture Cash Collateral previously deposited with assumptions stated therein, which assumptions were fair in light of the Petro Indenture Trusteeconditions existing at the time of delivery of such forecasts, and represented, at which the time all liens and security interest of delivery, the Petro Indenture Trustee on the assets Borrower’s best estimate of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsits future financial performance.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which (a) True and correct copies of the balance sheet of Seller as of December 31, 1999 and 2000 (collectively, the "Historical Balance Sheets"), and for that portion of calendar year 2001 ending on September 30, 2001 (the "Current Balance Sheet"), and the statement of income for each of the years ended December 31, 1999 and 2000 (collectively, the "Historical Income Statements"), and for that portion of calendar year 2001 ending on September 30, 2001 (the "Current Income Statement") have been previously delivered to Purchaser. The Historical Balance Sheets, the Current Balance Sheet, the Historical Income Statements, and the Current Income Statement are collectively referred to as the "Financial Statements". The Financial Statements fairly present in all Material respects the financial position of Seller as of the dates thereof and the results of operations for the periods covered thereby, are correct and complete in all respects, and are consistent with the books and records of Seller. (b) As of September 30, 2001, Seller did not have any liability of any kind or may hereafter be delivered by any Borrower manner, either direct, accrued, absolute or Guarantor to Agent otherwise, that is not reflected or disclosed in the Current Balance Sheet. The accounts receivable of Seller: (i) detailed in the Historical Balance Sheets and Lenders (ii) as of September 30, 2001, shown on the Current Balance Sheet, all arose from valid transactions in the Ordinary Course of Business of Seller. The accounts receivable shown on the Current Balance Sheet have been prepared collected in accordance with GAAP full or are believed to be collectible at their full aggregate amounts (except as to any interim financial statementsnet of allowance for doubtful accounts). Accounts receivable created by Seller after September 30, to 2001, and through the extent such statements are subject to normal year-end adjustments and do not include complete footnotesEffective Date have arisen or will arise only from valid transactions in the Ordinary Course of Business of Seller. (c) and The Financial Statements fairly present in all material respects in accordance with GAAP the financial condition position of Seller at the date thereof and the results of operation operations of such Borrower Seller and Guarantor as at the dates and its cash flows for the periods set forth thereinperiod indicated. Except as disclosed in any interim financial statements furnished contemplated by Borrowers and Guarantors to Agent prior to the date of this Agreementtransactions provided for herein, since the Balance Sheet Date there has been no act, condition or event which has had or is reasonably likely to have change in the Assets that would result in a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets Assets, in the Business, or in the condition, financial or otherwise, of Seller or in the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release results of such liens and security interestsoperations of Seller.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders (a) The Historical Financial Statements have been prepared in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotes) and consistently applied. The Historical Financial Statements fairly present in all material respects (i) the financial position of ProTrader LP and its Subsidiaries (including, for these purposes, those legal entities whose sole activities consist of engaging in the Proprietary Trading Business) as of the date of the Interim Financial Statements, December 31, 2000 and December 31, 1999, and (ii) the financial position of PROTRADER SECURITIES CORPORATION as of December 31, 2000 and December 31, 1999, and contain and reflect all necessary adjustments (other than normal year-end adjustments in the case of the Interim Financial Statements), for a fair presentation of the financial condition and the results of operation of such Borrower ProTrader LP, ProTrader LLC, PROTRADER SECURITIES CORPORATION and Guarantor their respective Subsidiaries (including, for these purposes, those legal entities whose sole activities consist of engaging in the Proprietary Trading Business), as at the dates and applicable, for the periods set forth thereincovered by such financial statements in accordance with GAAP. Except as disclosed set forth and adequately reserved for in the Interim Financial Statements, or as set forth on Schedule 3.4(a), none of ProTrader LP, ProTrader LLC, PROTRADER SECURITIES CORPORATION or any interim financial statements furnished by Borrowers of their respective Subsidiaries has any outstanding claims, liabilities or indebtedness, absolute or contingent, or obligations of any nature, whether accrued, absolute, contingent, threatened or otherwise, whether due or to become due, other than liabilities incurred in the ordinary course and Guarantors to Agent prior to conduct of its business since the date of this Agreementthe Interim Financial Statements which do not involve borrowings and are not in excess of fifty thousand dollars ($50,000) in the aggregate or are of a type not required to be disclosed in financial statements, or notes thereto, in accordance with GAAP. (b) Since the date of the Interim Financial Statements, there has been no act, condition or event which has had or is reasonably likely to have a Seller Material Adverse Effect since Change, other than as a result of the transactions expressly contemplated by this Agreement (including the disposition of the Proprietary Trading Business). (c) Since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to Interim Financial Statements until the date of hereof, other than as expressly contemplated by this Agreement. The Petro Companies have, prior to Agreement (including the date hereof and in accordance with the terms disposition of the Petro IndentureProprietary Trading Business), deposited each of ProTrader LP, ProTrader LLC and their respective Subsidiaries has conducted its business in the usual and ordinary course, consistent with past practice. (d) Except as set forth on Schedule 3.4(d) or in the Petro Indenture Trustee a sufficient amount Interim Financial Statements, none of cash ProTrader LP, ProTrader LLC or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security intereststheir respective Subsidiaries has any Indebtedness.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore made available to the Lenders (i) Xperi’s consolidated balance sheet and statements of operations, equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by PricewaterhouseCoopers LLP, an independent certified public accountant, and (ii) Xperi’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the financial position and Lenders have been prepared results of operations and cash flows of Xperi and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in each of clauses (i) and fairly (ii) above. (b) The Borrower has heretofore made available to the Lenders (i) TiVo’s consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by Xxxxx & Young LLP, an independent certified public accountant, and (ii) TiVo’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements present fairly, in all material respects respects, the financial condition position and the results of operation operations and cash flows of TiVo and its consolidated Subsidiaries as of such Borrower and Guarantor as at the dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the periods set forth therein. Except as disclosed absence of footnotes in any interim financial the case of the statements furnished by Borrowers referred to in each of clauses (i) and Guarantors to Agent prior (ii) above. (c) The Borrower has heretofore made available to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended March 31, 2020, 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 statement of operations present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended on March 31, 2020, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be; provided that such pro forma consolidated balance sheet and consolidated statement of operations need not comply with the requirements of Regulation S-X under the Securities Act, as amended, or include adjustments for purchase accounting or any reconciliation to GAAP. (d) Since December 31, 2020, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All financial statements relating to any (a) The Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP (except as to any interim financial statements, has heretofore furnished to the extent such statements are subject to normal year-end adjustments Lenders: (i) the consolidated balance sheet of the Borrower and do not include complete footnotes) and fairly present in all material respects the financial condition its consolidated Subsidiaries as of December 31, 2001 and the results related consolidated statements of operation income, changes in stockholders’ equity and changes in financial position for the Fiscal Year then ended, reported on by Xxxx, Xxxxxxx y Cia., S.C., independent public accountants; (ii) the consolidated balance sheet of such the Borrower and Guarantor its consolidated Subsidiaries as at of September 30, 2002 and the dates related consolidated statements of income, changes in stockholders’ equity and changes in financial position for the Fiscal Quarter then ended and for the periods set forth therein. Except portion of the Fiscal Year then ended; (iii) the consolidated balance sheet of Panamco and its consolidated Subsidiaries as disclosed of December 31, 2001 and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, reported on by Xxxxxx Xxxxxxxx LLP, independent public accountants; and (iv) the consolidated balance sheet of Panamco and its consolidated Subsidiaries as of September 30, 2002 and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended. (b) The pro forma consolidated balance sheet as of September 30, 2002 included in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreement, there Information Memorandum has been no act, condition or prepared giving effect (as if such event which has had or is reasonably likely occurred on such date) to have a Material Adverse Effect since (i) the date consummation of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to Acquisition, (ii) the date of this Agreement. The Petro Companies have, prior to maximum borrowings that could be made hereunder and under the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and Other Loan Agreement in connection with the Petro Indenture, together with all interest, fees, premiums Acquisition and penalties owing the use of proceeds thereof and (iii) the payment of fees and expenses in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 connection with the proceeds foregoing. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on assumptions believed by the Borrower to be reasonable and (ii) is based on the best information available to the Borrower after due inquiry. (c) After giving effect to the Transactions, none of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro KOF Companies will promptly instruct have or has, as of either Borrowing Date, any material contingent liabilities, unusual long-term commitments or unrealized losses, except as disclosed in the Petro Indenture Trustee financial statements referred to execute all such agreements above or the notes thereto or in the Information Memorandum and instruments and take all such further actions as may be reasonably requested by except for the Petro Companies or Agent to evidence the release of such liens and security interestsDisclosed Matters. (d) There has not occurred after December 22, 2002 any Material Adverse Change.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2006 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2007 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be present fairly, and all financial statements delivered by any the Borrower or Guarantor after the Effective Date pursuant to Agent Section 5.01 will present fairly, in all material respects, the Consolidated financial position of the Borrower and Lenders have been prepared its Subsidiaries as of the respective dates thereof and its Consolidated results of operations and cash flows for the respective periods covered thereby in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above or delivered pursuant to Section 5.01(b). None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2006 (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited financial statements pursuant to Section 5.01(a)) there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and fairly its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary (other than Xxxxxx) for the fiscal year thereof ended December 31, 2006, and the quarterly Statutory Statement of each Insurance Subsidiary (other than Xxxxxx) for the partial year ended September 30, 2007, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, and all Statutory Statements delivered by the Borrower after the Effective Date pursuant to Section 5.03 will present fairly, in all material respects the financial condition of each Insurance Subsidiary (other than Xxxxxx) as at, and the results of operation of such Borrower and Guarantor as at operations for, the dates and for fiscal year or partial fiscal year covered thereby, in accordance with statutory accounting practices prescribed or permitted by the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince September 30, 2007, there has been no actmaterial adverse change in the financial condition of any such Material Insurance Subsidiary from that set forth in its respective Statutory Statement as at September 30, condition or event which 2007. (d) The Borrower has had or is reasonably likely heretofore furnished to have a Material Adverse Effect since the date each of the most recent audited Lenders the annual company prepared annual statement of Xxxxxx for the fiscal year thereof ended December 31, 2006, and the quarterly company prepared quarterly statement of Xxxxxx for the partial year ended September 30, 2007, as filed with the Applicable Insurance Regulatory Authority. Such company prepared statements present fairly, and all company prepared statements delivered by the Borrower after the Effective Date pursuant to Section 5.03 will present fairly, in all material respects the financial statements condition of any Borrower Xxxxxx as at, and the results of operations for, the fiscal year or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies havepartial fiscal year covered thereby, prior to the date hereof and in accordance with GAAP. Since September 30, 2007, there has been no material adverse change in the terms financial condition of the Petro IndentureXxxxxx from that set forth in its company prepared quarterly statement as at September 30, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2007.

Financial Statements; No Material Adverse Change. No Undisclosed Liabilities. (a) Schedule 3.4(a) sets forth true and complete copies of (i) each Seller’s balance sheet at December 31, 2017 (the “Year-End Balance Sheet”), and the related statement of income for the fiscal year then ended, and (ii) each Seller’s balance sheet (the “Interim Balance Sheet”) at September 30, 2018 (the “Balance Sheet Date”) and the related statement of income for the nine (9) months then ended (collectively, the “Financial Statements”). All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been such Financial Statements were prepared in accordance with GAAP (except as to any GAAP, subject, in the case of interim financial period statements, to normal recurring audit adjustments. Such balance sheets within the extent such statements are subject to normal year-end adjustments and do not include complete footnotes) and Financial Statements fairly present in all material respects the consolidated financial condition position, assets, and Liabilities (whether accrued, absolute, contingent, or otherwise) including, without limitation, the Estimated Carrier Payables Amount and the Client Credit Balances, of Sellers at the dates indicated and such statements of income fairly present the results of operation of such Borrower and Guarantor as at the dates and operations for the periods set forth thereinthen ended. Except as disclosed Each Seller’s financial books and Records are true and complete in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to all material respects. (b) Since the date of this AgreementBalance Sheet Date, there has not been any Material Adverse Change, and no act, condition event has occurred or event which has had or is circumstance exists that could reasonably likely be expected to have result in a Material Adverse Effect Change. No Seller has any Liabilities of a nature that would be required under GAAP to be reflected on the Financial Statements except for (i) Liabilities reflected or reserved against in the Year-End Balance Sheet or the Interim Balance Sheet; (ii) current Liabilities incurred in the Ordinary Course of Business of Sellers since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor Balance Sheet Date; and (iii) Liabilities that have not had and would not reasonably be expected to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof result in a Material Adverse Change. (c) Schedule 3.4(c) sets forth true and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount complete lists of all Indebtedness owing under (i) Accounts Receivable of Sellers as of September 30, 2018 (“Seller Accounts Receivable”), including the aging of such Accounts Receivable, and in connection with the Petro Indenture(ii) all accounts payable of Sellers as of September 30, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 2018 (the “Petro Indenture Cash CollateralSeller Accounts Payable”). All such Indebtedness (of Seller Accounts Receivable represent sales actually made or services actually performed in the ordinary and usual course of Sellers’ Business, consistent with past practice. All of Seller Accounts Payable, including all such interestEstimated Carrier Payables Amount, feesare 13 FINAL EXECUTION VERSION current and reflected properly on its books and Records, premiums and penalties) will be redeemed paid when due in full by accordance with their terms at their recorded amounts. (d) Each Seller maintains accurate Records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls and procedures, and no later than February 15Seller has received written notification from any accountants, 2008 independent auditors or other consultants, or Governmental Bodies challenging the adequacy or requesting modification of such controls and procedures. Such controls and procedures are reasonably designed to provide assurance that: (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of each Seller’s financial statements and to maintain accountability for each Seller’s assets; (iii) access to any Seller’s assets is permitted only in accordance with management’s authorization; (iv) the proceeds reporting of each Seller’s assets is compared with existing assets at regular intervals; and (v) accounts, notes, and other receivables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (e) Schedule 3.4(e) sets forth the name and position of each officer or manager or director of each Seller to which such Seller has made a loan that remains outstanding, including a summary of the Petro Indenture Cash Collateral previously deposited with original loan amount, the Petro Indenture Trusteeoutstanding balance, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release terms of such liens and security interestsrepayment for each loan.

Financial Statements; No Material Adverse Change. All (a) CFG has furnished to the Company true and complete copies of its audited financial statements relating (including balance sheets, statements of income, statements of changes in stockholders' equity and statements of changes in financial position) as of and for the years ended March 31 for each of 1999, 1998, 1997, and 1996 accompanied by the related opinions of CFG's official independent auditors as of such dates and for such periods (collectively, the "Audited CFG Financial Statements"). The Audited CFG Financial Statements, together with the notes thereto, fairly present, in all material respects, the financial position of CFG at the dates of, and the results of the operations and the changes in stockholders' equity and financial position for CFG for the periods covered by, the Audited CFG Financial Statements, all in accordance with GAAP consistently applied with prior periods except as indicated in the accompanying opinion of CFG's official independent auditors and subject, in the case of interim financial statements, to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor annual year-end adjustments. (b) CFG has furnished to Agent the Company true and Lenders complete copies of the unaudited balance sheets of CFG as at June 30, 1999 and September 30, 1999 and the related statements of income, statements of changes in stockholders' equity and statements of changes in financial position of CFG as of and for the period then ended (collectively, the "Unaudited CFG Financial Statements"). The Unaudited CFG Financial Statements fairly present in all material respects, the financial position of CFG at the dates of, and the results of the operations and the changes in stockholders' equity and financial position for CFG for the periods covered by, the Unaudited CFG Financial Statements. Such Unaudited CFG Financial Statements have been prepared in accordance with GAAP (consistently applied with prior periods, except as to that the Unaudited CFG Financial Statements do not contain any interim financial statementsor all of the footnotes required by GAAP, to the extent such statements are condensed and are subject to normal year-end adjustments consistent with prior practice. (c) CA has furnished to the Company true and do not include complete footnotescopies of its unaudited financial statements (including balance sheets, statements of income, statements of changes in stockholders equity and statements of changes in financial position) as of and for the year ended December 31, for 1998, as well as its unaudited balance sheets as at March 31, 1999, June 30, 1999 and September 30, 1999 and the related statements of income, statements of changes in stockholders' equity and statements of changes in financial position of CA as of and for the period then ended (collectively, the "CA Financial Statements" and with the Audited CFG Financial Statements and Unaudited CFG Financial Statements, the "CFG/CA Financial Statements"). The CA Financial Statements fairly present present, in all material respects respects, the financial condition position of CA at the dates of, 19 26 and the results of operation of such Borrower the operations and Guarantor as at the dates changes in stockholders' equity and financial position for CA for the periods set forth therein. Except covered by, the CA Financial Statements, all in accordance with GAAP consistently applied with prior periods, except that the CA Financial Statements do not contain any or all of the footnotes required by GAAP, are condensed and are subject to year-end adjustments consistent with prior practice. (d) Since March 31, 1999, except as disclosed on Schedule 5.08 of the Disclosure Schedule, and except for the execution, delivery and performance of this Agreement and any other agreements to be entered into or contemplated hereby and the transactions contemplated hereby and thereby, (i) neither CFG nor CA has incurred any obligations, contingent or non-contingent liabilities, liabilities for Taxes, levies, liens, claims or other charges, long-term leases or unusual forward or long-term commitments (whether absolute, accrued, contingent or otherwise, known or unknown, whether due or to become due, except liabilities and obligations which (x) are adequately accrued or reserved against in any interim financial the CFG/CA Financial Statements or disclosed in the notes thereto or are not required to be reflected in such statements furnished by Borrowers and Guarantors under GAAP, (y) were incurred after March 31, 1999 with regard to Agent prior CFG or December 31, 1998 with regard to CA in the ordinary course of business or otherwise are not in the aggregate material to CFG or CA or would not be material to the date of this AgreementSurviving Corporations assuming the transactions contemplated hereby are consummated, there or (z) have been discharged or paid in full, (ii) no contract, lease or other agreement or instrument has been no actentered into by CFG or CA or has become binding upon CFG or CA or its assets which, condition individually or event which in the aggregate, has had or is could reasonably likely be expected to have a Material Adverse Effect since on CFG or CA or the date Surviving Corporations or the ability of CFG or CA to consummate the transactions contemplated hereby, and (iii) neither of CFG nor CA is in default, and to CFG's and CA's knowledge no third party is in default, under any Material Agreement which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on CFG or CA or the Surviving Corporations assuming the transactions contemplated herein are consummated or on the ability of the most recent audited financial statements CFG or CA to consummate the transactions contemplated hereby, and (iv) each of any Borrower CFG and CA has been operated in the ordinary course of business. To the knowledge of CFG or Guarantor furnished by any Borrower CA, since March 31, 1999 no event has occurred, which alone or Guarantor together with other events, could reasonably be expected to Agent prior have a Material Adverse Effect on CFG or CA or the Surviving Corporations assuming the transactions contemplated hereby are consummated or on the ability of CFG or CA to consummate the transactions contemplated hereby, except as disclosed on Schedule 5.08 and except to the date of this Agreement. The Petro Companies haveextent resulting from (x) any changes in general economic conditions in the United States, prior to or (y) any changes affecting the date hereof and real estate and/or real estate investment trust industries in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsgeneral.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been (a) The Audited Financial Statements (i) were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower, the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower, the Parent and its Subsidiaries as of the date thereof required to any interim be disclosed by GAAP, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statementsstatements of the Borrower, the Parent and its Subsidiaries dated September 30, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower, the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the extent such statements are subject absence of footnotes and to normal year-end adjustments audit adjustments. (c) [INTENTIONALLY DELETED] (d) The consolidated forecasted balance sheets, statements of income and do not include complete footnotes) and fairly present in all material respects statements of cash flows of the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior Reorganizing Debtors delivered to the date of this Agreement, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and Lender in connection with this Credit Agreement were prepared in good faith on the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds basis of the Petro Indenture Cash Collateral previously deposited with assumptions stated therein, which assumptions were fair in light of the Petro Indenture Trusteeconditions existing at the time of delivery of such forecasts, and represented, at which the time all liens and security interest of delivery, the Petro Indenture Trustee on the assets Borrower’s best estimate of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsits future financial performance.

Financial Statements; No Material Adverse Change. All The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1999 and the related consolidated statements of income and shareholders' equity and statement of changes in cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, fairly present, respectively, the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any and its Subsidiaries as at such date and the consolidated results of operations of the Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries for the period ended on such date, all in accordance with GAAP (except as to any interim generally accepted accounting principles. To the knowledge of the Borrower, the financial statementsstatements of Chronicle for the fiscal years ended December 31, 1998 and 1999 which were delivered to the extent such statements are subject Lenders prior to normal year-end adjustments and do not include complete footnotes) and the Closing Date fairly present in all material respects the financial condition and the results of operation operations and operating cash flow of Chronicle for the respective period ended on such date, in accordance with generally accepted accounting principles. The pro forma financial statements described on Schedule 4.01(f) fairly present the information shown therein, have been properly compiled on the pro forma basis described therein, and, in the opinion of the Borrower, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. Copies of each of the financial statements described in this Section 4.01(f) have been furnished to each Lender. Since December 31, 1999 ------- there has been no material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or of any of its Subsidiaries or of the Borrower and Guarantor its Subsidiaries taken as at a whole. To the dates knowledge of the Borrower, after reasonable and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreementcustomary due diligence, since December 31, 1999, there has been no actmaterial adverse change in the respective business, condition (financial or event which has had otherwise), operations, properties or is reasonably likely to have a Material Adverse Effect since the date prospects of Chronicle. The effectiveness of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor Closing Date Transactions shall not be deemed to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee be such a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestschange.

Financial Statements; No Material Adverse Change. All (a) There has been furnished to the Initial Lender a consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries as of December 31, 2013, and a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of the Guarantor and its Subsidiaries for the Fiscal Year then ended, and in the case of the consolidated financial statements, certified by Marcux XXX. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotes) and fairly present in all material respects the financial condition of the Guarantor and its Subsidiaries as at the close of business on the date thereof and the results of operation operations for the Fiscal Year then ended. There are no contingent liabilities of the Guarantor or any Subsidiary as of such Borrower date involving material amounts, known to the officers of Guarantor or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP, which were not disclosed in such balance sheet and the notes related thereto. (b) There has been furnished to the Initial Lender an unaudited consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries as of the close of the Fiscal Quarter ending September 30, 2014 and unaudited consolidated and consolidating statements of income or operations and cash flow of the Guarantor and its Subsidiaries as of the close of such Fiscal Quarter, in each case, certified by a financial officer of Guarantor. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Guarantor and its Subsidiaries as at the dates close of business on the date thereof and for the periods set forth thereinresults of operations subject to year-end and quarterly adjustments and the absence of footnotes. Except There are no contingent liabilities of the Guarantor or any Subsidiary as of such date involving material amounts, known to the officers of the Guarantor or any Subsidiary required to be disclosed in any interim financial statements furnished by Borrowers such balance sheet and Guarantors to Agent prior to the date of this Agreementnotes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) Since September 30, 2014, there has been occurred no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2015 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2016 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2015 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2015, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended September 30, 2016, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2015, and fiscal quarter ended September 30, 2016, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Restatement Effective Date, since December 31, 2015, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2015.

Financial Statements; No Material Adverse Change. All (a) The financial statements relating of the Company included in its Annual Report on Form 10-KSB for the fiscal years ended May 31, for each of 1998, 1997, and 1996, and its Quarterly Reports on Form 10-QSB for the fiscal quarters ended August 31, 1999 and November 30, 1999 (collectively, the "Financial Statements") comply as to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent form in all material respects with the applicable accounting requirements and Lenders with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP during the periods covered thereby (except as to any interim financial may be indicated in the notes thereto or, in the case of the unaudited statements, to as permitted by Form 10-QSB of the extent such statements are subject to SEC, or for normal year-end adjustments and do not include complete footnotes) adjustments), and fairly present in all material respects the financial condition position of the Company as at the dates thereof and the results of operation of such Borrower its operations and Guarantor as at the dates and cash flows for the periods set forth thereinthen ended. Except as disclosed Since May 31, 1999, there has not been any declaration, setting aside or payment of a dividend or other distribution with respect to shares of capital stock of the Company except for dividends distributed to stockholders in the ordinary course of business or any interim financial statements furnished material change in accounting methods or practices by Borrowers and Guarantors the Company. The Company has delivered to Agent Nemetschek the Financial Statements prior to the date hereof. (b) Since May 31, 1998, except as disclosed in the SEC Documents filed prior to the date hereof, and except for the execution, delivery and performance of this AgreementAgreement and any other agreements to be entered into or contemplated hereby and the transactions contemplated hereby and thereby, there (A) neither the Company nor any of its Subsidiaries has incurred any obligations, contingent or non-contingent liabilities, liabilities for Taxes, levies, Liens, claims or other charges, long-term leases or unusual forward or long-term commitments (whether absolute, accrued, contingent or otherwise, known or unknown, whether due or to become due, or whether or not required by GAAP to be reflected in a balance sheet of the Company or disclosed in the notes thereto), except liabilities and obligations that (x) are adequately accrued or reserved against in the Financial Statements or disclosed in the notes thereto, (y) were incurred after May 31, 1999 in the ordinary course of business and consistent with past practice and are not in the aggregate material to the Company taken as a whole, or (z) have been discharged or paid in full, (B) no contract, lease or other agreement or instrument has been no actentered into by the Company or any of its Subsidiaries or has become binding upon the Company or any of its Subsidiaries or their respective assets which, condition individually or event which in the aggregate, has had or is could reasonably likely be expected to have a Material Adverse Effect since on the date Company taken as a whole, or the ability of the most recent audited financial statements Company to consummate the transactions contemplated hereby, (C) neither the Company nor any of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior its Subsidiaries is in default, and to the date Company's knowledge no third party is in default, under any Material Agreement which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company taken as a whole or the ability of this Agreementthe Company to consummate the transactions contemplated hereby, and (D) the business of the Company and each of its Subsidiaries has been operated in the usual and ordinary course consistent with past practice. The Petro Companies haveSince May 31, 1999, no event has occurred, which alone or together with other events, could reasonably be expected to have a Material Adverse Effect on the Company or the ability of the Company to consummate the transactions contemplated hereby, except as disclosed in the SEC Documents filed after May 31, 1999 and prior to the date hereof and except to the extent resulting from any changes in accordance with general economic conditions in the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsUnited States.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheets as of January 31, 2004, January 29, 2005 and January 28, 2006 and the related consolidated statements of income, shareholders’ equity and cash flows for each of the Fiscal Years then ended, reported on by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and (ii) its consolidated balance sheet as of April 30, 2006 and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Quarter then ended, all certified by its chief financial officer. Except for such adjustments as may be required for the Stated Restatement Reasons, such financial statements relating to any present fairly, in all material respects, the financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders (i) the statements of assets to be acquired and fairly present in all material respects liabilities to be assumed of the financial condition Acquired Business as of the end of its 2004 and 2005 fiscal years and the results related statements of operation net revenues and direct expenses for each of such Borrower fiscal years, reported on by Ernst & Young LLP, an independent registered public accounting firm, and Guarantor as at (ii) an interim statement of assets to be acquired and liabilities to be assumed and an interim statement of net revenues and direct expenses, in each case with respect to the dates and Acquired Business, for the periods set forth therein. Except six month period ended July 1, 2006. (c) Immediately prior to giving effect to the Transactions, none of the Marvell Companies has, as of the Closing Date, any material liabilities (direct or contingent), unusual long-term commitments or unrealized losses, except as disclosed in any interim the financial statements furnished by Borrowers and Guarantors referred to Agent above or the notes thereto or in the Information Memorandum. After giving effect to the Transactions, none of the Marvell Companies has, as of the Closing Date, any liabilities (direct or contingent) or unusual long-term commitments or unrealized losses that, in the aggregate, could reasonably be expected to result in a Material Adverse Effect, except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum. (d) Since April 1, 2006 there has not been any event, occurrence, development or state of circumstances or facts that has had or has a Seller Material Adverse Effect (as defined in the Asset Purchase Agreement). (e) Since April 29, 2006, there has not been any event, occurrence, development or state of circumstances or facts that has had or has a Buyer Material Adverse Effect (as defined in the Asset Purchase Agreement), other than any event, change or circumstance arising primarily out of the Borrower’s stock option practices prior to the date of this Agreement, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestshereof.

Financial Statements; No Material Adverse Change. All (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, as at December 31, 2013 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly in all material respects the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries, as at such date, and the consolidated results of their operations and their consolidated cash flows for such fiscal year then ended in accordance with GAAP applied consistently throughout the periods involved (except as to any interim approved by the aforementioned firm of accountants and disclosed therein). (b) The audited statutory financial statementsstatements of Symetra Life Insurance Company for fiscal year 2013, to the extent such statements are subject to normal year-end adjustments reported on and do not include complete footnotes) and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly present in all material respects the financial condition of Symetra Life Insurance Company, for the period covered thereby in accordance with SAP applied consistently through the period involved (except as approved by the aforementioned firm of accountants and disclosed therein). (c) The unaudited consolidated balance sheet of the results of operation of such Borrower and Guarantor its consolidated Subsidiaries, as at the dates of and for the periods set forth therein. Except fiscal quarters ended June 30, 2014, and the related unaudited consolidated statements of income and cash flows for such fiscal quarter ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended in accordance with GAAP applied consistently throughout the period involved (except (x) as approved by the aforementioned firms of accountants and disclosed in any therein or (y) for normal year-end audit adjustments and the absence of footnotes). (d) The unaudited interim statutory financial statements furnished by Borrowers and Guarantors to Agent prior to of Symetra Life Insurance Company for the date quarterly periods ended June 30, 2014 present fairly in all material respects the financial condition of this AgreementSymetra Life Insurance Company for the quarter then ended in accordance with SAP applied consistently throughout the period involved. (e) Since December 31, 2013, there has been no actmaterial adverse change in the business, assets, property or financial condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveand its Subsidiaries, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been (a) The Audited Financial Statements (i) were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesotherwise expressly noted therein; (ii) and fairly present in all material respects the financial condition of the Administrative Borrower and its Subsidiaries as of the date thereof and their results of operation operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of such the Administrative Borrower and Guarantor its Subsidiaries as at of the dates date thereof, including liabilities for taxes, material commitments and for the periods set forth thereinIndebtedness. Except as disclosed reflected in any interim financial statements furnished by Borrowers the Audited Financial Statements, Schedule 5.05 sets forth all material indebtedness and Guarantors to Agent prior to other liabilities, direct or contingent, of the Administrative Borrower and its consolidated Subsidiaries as of the date of this Agreementthe Audited Financial Statements, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries dated September 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Administrative Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no actevent or circumstance, condition either individually or event which in the aggregate, that has had or is could reasonably likely be expected to have a Material Adverse Effect since the date Change. (d) The consolidated forecasted pro forma balance sheet of the most recent audited financial Administrative Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated forecasted pro forma statements of any income and cash flows of the Administrative Borrower and its Subsidiaries for the fiscal year then ended, certified by the chief financial officer or Guarantor treasurer of the Administrative Borrower, copies of which have been furnished to each Lender, as prepared in good faith on the basis of assumptions which were reasonably believed to be fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Administrative Borrower’s good faith estimate of its future financial condition and performance; it being understood that (i) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any Borrower or Guarantor to Agent prior to such forecasts may differ significantly from the date of this Agreement. The Petro Companies have, prior to the date hereof forecasted results and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All that such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as differences may be reasonably requested by the Petro Companies material and that such forecasts are not a guarantee of financial performance and (ii) no representation is made with respect to information of a general economic or Agent to evidence the release of such liens and security interestsgeneral industry nature.

Financial Statements; No Material Adverse Change. All Except as disclosed on Schedule 3.04 hereto: (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Parent as of December 31, 2012 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent as of March 31, 2013 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent as of such dates and Lenders have been prepared its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for Taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2012 (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited Consolidated financial statements of the Parent pursuant to Section 5.01(a)), there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of the Borrower and each other Insurance Subsidiary of the Parent for the Fiscal Year thereof ended December 31, 2012, and the quarterly Statutory Statement of the Borrower and each other Insurance Subsidiary of the Parent for the partial year ended March 31, 2013, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of the Borrower and each other Insurance Subsidiary of the Parent as at, and the results of operation of such Borrower operations for, the Fiscal Year ended December 31, 2012, and Guarantor as at partial year ended March 31, 2013, in accordance with statutory accounting practices prescribed or permitted by the dates and for the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince December 31, 2012, there has been no actmaterial adverse change in the financial condition, condition operations, business or event which has had or is reasonably likely to have prospects taken as a whole of any Material Adverse Effect since the date Insurance Subsidiary of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveParent from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2012.

Financial Statements; No Material Adverse Change. All (a) There has been furnished to the Initial Lender a consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries as of December 31, 2013, and a consolidated and consolidating statements of income or operations, cash flows and shareholders’ equity of the Guarantor and its Subsidiaries for the Fiscal Year then ended, and in the case of the consolidated financial statements, certified by Xxxxxx LLP. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotes) and fairly present in all material respects the financial condition of the Guarantor and its Subsidiaries as at the close of business on the date thereof and the results of operation operations for the Fiscal Year then ended. There are no contingent liabilities of the Guarantor or any Subsidiary as of such Borrower date involving material amounts, known to the officers of Guarantor or any Subsidiary, required to be disclosed in such balance sheet and the notes related thereto in accordance with GAAP, which were not disclosed in such balance sheet and the notes related thereto. (b) There has been furnished to the Initial Lender an unaudited consolidated and consolidating balance sheet of the Guarantor and its Subsidiaries as of the close of the Fiscal Quarter ending September 30, 2014 and unaudited consolidated and consolidating statements of income or operations and cash flow of the Guarantor and its Subsidiaries as of the close of such Fiscal Quarter, in each case, certified by a financial officer of Guarantor. Such balance sheet and statement of income or operations and cash flows have been prepared in accordance with GAAP and fairly present the financial condition of the Guarantor and its Subsidiaries as at the dates close of business on the date thereof and for the periods set forth thereinresults of operations subject to year-end and quarterly adjustments and the absence of footnotes. Except There are no contingent liabilities of the Guarantor or any Subsidiary as of such date involving material amounts, known to the officers of the Guarantor or any Subsidiary required to be disclosed in any interim financial statements furnished by Borrowers such balance sheet and Guarantors to Agent prior to the date of this Agreementnotes related thereto in accordance with GAAP which were not disclosed in such balance sheet and the notes related thereto. (c) Since September 30, 2014, there has been occurred no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1999 and the related consolidated statements of income and shareholders' equity and statement of changes in cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, fairly present, respectively, the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any and its Subsidiaries as at such date and the consolidated results of operations of the Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries for the period ended on such date, all in accordance with GAAP (except as to any interim generally accepted accounting principles. To the knowledge of the Borrower, the financial statementsstatements of Chronicle for the fiscal years ended December 31, 1998 and 1999 which were delivered to the extent such statements are subject Lenders prior to normal year-end adjustments and do not include complete footnotes) and the Closing Date fairly present in all material respects the financial condition and the results of operation operations and operating cash flow of Chronicle for the respective period ended on such date, in accordance with generally accepted accounting principles. The pro forma financial statements described on Schedule 4.01(f) fairly present the information shown therein, have been properly compiled on the pro forma basis described therein, and, in the opinion of the Borrower, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. Copies of each of the financial statements described in this Section 4.01(f) have been furnished to each Lender. Since December 31, 1999 there has ------- been no material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or of any of its Subsidiaries or of the Borrower and Guarantor its Subsidiaries taken as at a whole. To the dates knowledge of the Borrower, after reasonable and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreementcustomary due diligence, since December 31, 1999, there has been no actmaterial adverse change in the respective business, condition (financial or event which has had otherwise), operations, properties or is reasonably likely to have a Material Adverse Effect since the date prospects of Chronicle. The effectiveness of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor Closing Date Transactions shall not be deemed to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee be such a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestschange.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended April 3, 2016, March 29, 2015 and March 30, 2014, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, (ii) its unaudited consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portions of the fiscal year ended July 3, 2016, October 2, 2016 and January 1, 2017, (iii) the Target’s audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2015, December 31, 2014 and December 31, 2013, reported on by Xxxx Xxxxxx Xxxxx, Inc., independent certified public accountants, and (iv) the Target’s consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portions of the fiscal year ended March 27, 2016, June 26, 2016 and September 25, 2016. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries and the Target and its Consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsexpressly noted therein, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) and fairly (iv) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended January 1, 2017, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended on January 1, 2017, as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse effect on the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All The ------------------------------------------------ consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995 and the related consolidated statements of income and shareholders' equity and statement of changes in cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, fairly present, respectively, the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any and its Subsidiaries as at such date and the consolidated results of operations of the Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries for the period ended on such date, all in accordance with GAAP (except as to any interim generally accepted accounting principles. To the knowledge of the Borrower, the financial statementsstatements of KCAL-TV for the fiscal years ended September 30, 1994 and 1995 which were delivered to the extent such statements are subject Lenders prior to normal year-end adjustments and do not include complete footnotes) and the Closing Date fairly present in all material respects the financial condition and the results of operation operations and operating cash flow of KCAL-TV for the period ended on such date, in accordance with generally accepted accounting principles. The pro forma financial statements described on Schedule 4.01(f) fairly present the information shown therein, have been properly compiled on the pro forma basis described therein, and, in the opinion of the Borrower, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. Copies of each of the financial statements described in this Section 4.01(f) have been furnished to each Lender. Since December 31, 1995 there has been no material adverse change in the business, condition (financial or otherwise), operations, properties or prospects of the Borrower or of any of its Subsidiaries or of the Borrower and Guarantor its Subsidiaries taken as at a whole. To the dates knowledge of the Borrower, after reasonable and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this Agreementcustomary due diligence, since December 31, 1995, there has been no actmaterial adverse change in the respective business, condition (financial or event which has had otherwise), operations, properties or is reasonably likely to have a Material Adverse Effect since the date prospects of KCAL-TV. The effectiveness of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor Closing Date Transactions shall not be deemed to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee be such a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestschange.

Financial Statements; No Material Adverse Change. All (a) Prior to the execution of this Agreement, the Company has delivered to Purchasers true and complete copies of the following financial statements: (i) the audited consolidated financial statements relating of the Company as of December 31, 2001 (the "Financial Statements") including the related audited consolidated balance sheet, statements of operations, stockholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Ernst & Young LLP, and all letters from such accountants with respect to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent the results of such audits; and (ii) the unaudited consolidated balance sheets of the Company as of March 31, 2002 and Lenders have been the related unaudited statements of operations, stockholders' equity and cash flows for the portion of the fiscal year then ended. Except as set forth in the notes thereto and as disclosed in Section 2.07 of the Disclosure Schedule, all such financial statements (i) were prepared in accordance with GAAP GAAP, (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesii) and fairly present in all material respects the consolidated financial condition and the results of operation operations of such Borrower the Company and Guarantor the Subsidiaries as at of the respective dates thereof and for the respective periods set forth covered thereby, and (iii) were compiled from the books and records of the Company and the Subsidiaries regularly maintained by management and used to prepare the financial statements of the Company and the Subsidiaries in accordance with the principles stated therein. The Company and the Subsidiaries have maintained their respective books and records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP. (b) Except as for liabilities disclosed in Section 2.07 of the Disclosure Schedule and other liabilities not equal to or greater than $100,000, in aggregate, none of the Company or its Subsidiaries has incurred any interim financial statements furnished liabilities other than liabilities contemplated by Borrowers the Transactions. Except for the execution and Guarantors delivery of this Agreement and the transactions to Agent take place pursuant hereto on or prior to the date of this AgreementClosing Date, since December 31, 2001 there has not been no actany Material Adverse Effect, condition or any event which has had or is development which, individually or together with other such events, could not be reasonably likely expected to and would not have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2014 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2015 and the related Consolidated statements of income and cash flows for the - 49 - Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof. None of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) As of the date hereof and as of the Effective Date, since December 31, 2014 there has been no material adverse change in the business, operations, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Company for the fiscal year thereof ended December 31, 2014, and the quarterly Statutory Statement of each Insurance Company for the partial year ended September 30, 2015, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Company as at, and the results of operation operations for, the fiscal year ended December 31, 2014, and partial year ended September 30, 2015, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Effective Date, since December 31, 2014, there has been no actmaterial adverse change in the financial condition, condition operations, business, assets or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements prospects of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2014.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2006 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2007 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2006, (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited financial statements pursuant to Section 5.01(i)) there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2006, and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended March 31, 2007, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2006, and Guarantor as at partial year ended March 31, 2007, in accordance with statutory accounting practices prescribed or permitted by the dates and for the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince March 31, 2007, there has been no actmaterial adverse change in the financial condition, condition operations, business or event which has had or is reasonably likely to have prospects taken as a Material Adverse Effect since the date of the most recent audited financial statements whole of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at March 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2007.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2015, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2016. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended March 31, 2016, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended on March 31, 2016, as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore made available to the Lenders (i) Xperi’s consolidated balance sheet and statements of operations, equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by PricewaterhouseCoopers LLP, an independent certified public accountant, and (ii) Xperi’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the financial position and Lenders have been prepared results of operations and cash flows of Xperi and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in each of clauses (i) and fairly (ii) above. (b) The Borrower has heretofore made available to the Lenders (i) TiVo’s consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by Ernst & Young LLP, an independent certified public accountant, and (ii) TiVo’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements present fairly, in all material respects respects, the financial condition position and the results of operation operations and cash flows of TiVo and its consolidated Subsidiaries as of such Borrower and Guarantor as at the dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the periods set forth therein. Except as disclosed absence of footnotes in any interim financial the case of the statements furnished by Borrowers referred to in each of clauses (i) and Guarantors to Agent prior (ii) above. (c) The Borrower has heretofore made available to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended March 31, 2020, 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 statement of operations present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended on March 31, 2020, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be; provided that such pro forma consolidated balance sheet and consolidated statement of operations need not comply with the requirements of Regulation S-X under the Securities Act, as amended, or include adjustments for purchase accounting or any reconciliation to GAAP. (d) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore made available to the Lenders (i) Xperi’s consolidated balance sheet and statements of operations, equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by PricewaterhouseCoopers LLP, an independent certified public accountant, and (ii) Xperi’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the financial position and Lenders have been prepared results of operations and cash flows of Xperi and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in each of clauses (i) and fairly (ii) above. (b) The Borrower has heretofore made available to the Lenders (i) TiVo’s consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2019, reported on by Ernst & Young LLP, an independent certified public accountant, and (ii) TiVo’s condensed consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2020. Such financial statements present fairly, in all material respects respects, the financial condition position and the results of operation operations and cash flows of TiVo and its consolidated Subsidiaries as of such Borrower and Guarantor as at the dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the periods set forth therein. Except as disclosed absence of footnotes in any interim financial the case of the statements furnished by Borrowers referred to in each of clauses (i) and Guarantors to Agent prior (ii) above. (c) The Borrower has heretofore made available to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended March 31, 2020, 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 statement of operations present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of and for the period of twelve consecutive months ended on March 31, 2020, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be; provided that such pro forma consolidated balance sheet and consolidated statement of operations need not comply with the requirements of Regulation S-X under the Securities Act, as amended, or include adjustments for purchase accounting or any reconciliation to GAAP. (d) Since the Effective DateDecember 31, 2020, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended June 30, 2021. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause ‎(ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended as of the most recently ended Fiscal Quarter for which financial statements are available, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended as disclosed in any interim of the most recently ended Fiscal Quarter for which financial statements furnished by Borrowers and Guarantors to Agent prior to are available, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since December 31, 2020, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet as of December 31, 2008 and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Year then ended, reported on by Pricewaterhouse Coopers LLP, Independent Registered Public Accounting Firm, and (ii) its consolidated balance sheet as of September 30, 2009 and the related consolidated statements of income, stockholders’ equity and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by its chief financial officer. Such financial statements relating to any present fairly, in all material respects, the financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of September 30, 2009, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and fairly present (iv) presents fairly, in all material respects respects, the pro forma financial condition and position of the results of operation of such Borrower and Guarantor its consolidated Subsidiaries as at of September 30, 2009 as if the dates and for Transactions had occurred on such date. (c) After giving effect to the periods set forth therein. Except Transactions, neither the Borrower nor any of its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual material long-term commitments or unrealized losses, except as disclosed in any interim the financial statements furnished by Borrowers referred to above or the notes thereto or in the Information Memorandum and Guarantors to Agent prior to except for the date of this AgreementDisclosed Matters. (d) Since September 30, 2009, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2016, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended June 30, 2017. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended as of the most recently ended Fiscal Quarter for which financial statements are available, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended as disclosed in any interim of the most recently ended Fiscal Quarter for which financial statements furnished by Borrowers and Guarantors to Agent prior to are available, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2005 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by KPMG LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2006 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2005 (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited financial statements pursuant to Section 5.01(i)) there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2005, and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended September 30, 2006, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2005, and Guarantor as at partial year ended September 30, 2006, in accordance with statutory accounting practices prescribed or permitted by the dates and for the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince September 30, 2006, there has been no act, material adverse change in the financial condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at September 30, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2006.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) USX Corporation's 2000 Form 10-K containing the audited consolidated balance sheet of the U.S. Steel Group as of December 31, 2000 and the related consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) USX Corporation's Latest Form 10-Q containing the unaudited consolidated balance sheet of the U.S. Steel Group as of September 30, 2001 and the related consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by its chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the consolidated financial position of the U.S. Steel Group as of such dates and Lenders have been prepared its consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2001, prepared giving effect to the Financing Transactions as if the Financing Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Financing Transactions and fairly present (iv) presents fairly, in all material respects respects, the pro forma consolidated financial condition and position of the results of operation of such Borrower and Guarantor its Subsidiaries as at of June 30, 2001 as if the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementFinancing Transactions had occurred on such date. (c) Since December 31, 2000, there has been no actmaterial adverse change in the business, condition operations, properties, assets, financial condition, contingent liabilities or event which has had or is reasonably likely to have a Material Adverse Effect since the date material agreements of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent and its Subsidiaries, taken as a whole, except as disclosed prior to the date of this Agreement. The Petro Companies haveEffective Date in USX Corporation's 2000 Form 10-K, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash USX Corporation's Latest Form 10-Q or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsUSX Corporation's Latest Proxy Statement.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2012 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2013 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2012 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2012, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended March 31, 2013, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2012, and fiscal quarter ended March 31, 2013, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Effective Date, since December 31, 2012, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior Material Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, 2012, except for (i) the Restricted Payments to the date Redeemed Investors described in the definition of this Agreement. The Petro Companies have, prior “Fixed Charges” and a $75,000,000 Restricted Payment made by Jxxxx River Insurance to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsJxxxx River.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lender (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 20162018 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2017September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 20162018 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to the Lender the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2016,2018, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended Mxxxx 00, 0000,Xxxx 30, 2019, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2016,2018, and fiscal quarter ended Mxxxx 00, 0000,Xxxx 30, 2019, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe ClosingFirst Amendment Effective Date, since December 31, 2016,2018, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2016.2018.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet as of December 31, 2008 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Year then ended, reported on by Pricewaterhouse Coopers LLP, Independent Registered Public Accounting Firm, and (ii) its consolidated balance sheet as of September 30, 2009 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by its chief financial officer. Such financial statements relating to any present fairly, in all material respects, the financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of September 30, 2009, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and fairly present (iv) presents fairly, in all material respects respects, the pro forma financial condition and position of the results of operation of such Borrower and Guarantor its consolidated Subsidiaries as at of September 30, 2009 as if the dates and for Transactions had occurred on such date. (c) After giving effect to the periods set forth therein. Except Transactions, neither the Borrower nor any of its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual material long-term commitments or unrealized losses, except as disclosed in any interim the financial statements furnished by Borrowers referred to above or the notes thereto or in the Information Memorandum and Guarantors to Agent prior to except for the date of this AgreementDisclosed Matters. (d) Since September 30, 2009, there has been no act, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsEffect.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2009 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by KPMG LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2010 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower's chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP GAAP, subject to the absence of footnotes in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to any interim or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2009, there has been no material adverse change in the business, properties, assets, condition (financial statementsor otherwise) or prospects of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the extent Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 2009, and the quarterly Statutory Statement of each Insurance Subsidiary for the partial year ended September 30, 2010, in each case as filed with the Applicable Insurance Regulatory Authority. All such statements are subject to normal year-end adjustments and do not include complete footnotes) and Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2009 and Guarantor as at the dates and for partial year ended September 30, 2010, in accordance with statutory accounting practices prescribed or permitted by the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince December 31, 2009, there has been no act, material adverse change in the financial condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2009.

Financial Statements; No Material Adverse Change. All (a) Holdings has heretofore furnished to the Lenders (i) its consolidated balance sheet as of December 31, 2003 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) its unaudited consolidated balance sheet as of December 31, 2004 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Year then ended, all certified by the Chief Financial Officer (other than with respect to the possibility of non-cash charges relating to stock option compensation expenses). Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the financial position of Holdings and Lenders have been prepared its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its unaudited pro forma consolidated statement of income for the Fiscal Year ended December 31, 2004, prepared giving effect to the Proposed Acquisitions as if the Proposed Acquisitions had occurred on the first day of such Fiscal Year. Such pro forma consolidated statement of income (i) has been prepared in good faith based on assumptions believed by Holdings and fairly present the Company to be reasonable, (ii) is based on the best information available to Holdings and the Company after due inquiry, and (iii) to the knowledge of Holdings and the Company, (A) accurately reflects all adjustments necessary to give effect to the Proposed Acquisitions and (B) presents fairly, in all material respects respects, the financial condition and the pro forma results of operation operations of such Borrower Holdings and Guarantor as at the dates and its consolidated Subsidiaries for the periods set forth therein. Except Fiscal Year ended December 31, 2004 as if the Proposed Acquisitions had occurred on the first day thereof. (c) None of the DealerTrack Companies has as of the Effective Date (after giving effect to the Transactions consummated prior to or to be consummated on such date) any material contingent liabilities, unusual long-term commitments or unrealized losses, except as disclosed in any interim the financial statements furnished by Borrowers and Guarantors referred to Agent prior to above or the date of this Agreementnotes thereto or on Schedule 3.04(c). (d) Since December 31, there 2003, no event, development or circumstance has been no act, condition or event which occurred that has had or is could reasonably likely be expected to have a Material Adverse Effect since material adverse change on the date business, operations, assets, property, condition (financial or otherwise) or prospects of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveDealerTrack Companies, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) Each of (x) the consolidated statement of financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered position of the Company and its consolidated Subsidiaries as of December 31, 2008, and the related consolidated statement of earnings and consolidated statement of cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, accompanied by any Borrower or Guarantor to Agent an opinion of PricewaterhouseCoopers LLP, independent public accountants, and Lenders have been prepared (y) the consolidated statement of financial position of the Company and its consolidated Subsidiaries as of March 31, 2009 and June 30, 2009, and the related consolidated statement of earnings and consolidated statement of cash flows of the Company and its consolidated Subsidiaries for the three and six-months periods then ended, fairly present in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates and the consolidated statement of earnings and consolidated statement of cash flows of the Company and its consolidated Subsidiaries for the periods ended on such dates, all in accordance with GAAP then applicable generally accepted accounting principles in the United States consistently applied (except as to any otherwise noted therein, and in the case of quarterly financial statements except for the absences of footnote disclosure and subject, in the case of interim financial statementsperiods, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesadjustments). (b) and fairly present in all material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince December 31, 2008 there has been no actMaterial Adverse Change. (c) The Company and its Subsidiaries do not have any liabilities or obligations (accrued, condition absolute, contingent or event which has had otherwise), other than liabilities or is obligations (i) reflected on, reserved against, or disclosed in the notes to, the Company’s consolidated balance sheet included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009, (ii) that were incurred in the ordinary course of business and would not, individually or in the aggregate, reasonably likely be expected to have a Material Adverse Effect since Effect, or (iii) that were not incurred in the date ordinary course of business and do not exceed $10,000,000 in the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsaggregate.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) Parent’s and the Target’s consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal years ended December 31, 2013, December 31, 2014 and December 31, 2015, reported on by PricewaterhouseCoopers LLP or Deloitte & Touche LLP, as applicable, each independent certified public accountants, and (ii) Parent’s and the Target’s consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended March 31, 2016 and June 30, 2016. Such financial statements relating to any Borrower present fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent Target and Lenders have been prepared its Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended June 30, 2016, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended on June 30, 2016, as disclosed in if the Transactions had occurred on such date or at the beginning of such period, as the case may be; provided that such pro forma consolidated balance sheet and consolidated statement of operations need not comply with the requirements of Regulation S-X under the Securities Act, as amended, or include adjustments for purchase accounting or any interim financial statements furnished by Borrowers and Guarantors reconciliation to Agent prior to GAAP. (c) Since the date of this AgreementEffective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2022 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Xxxxx & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2023 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2022 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2022, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended March 31, 2023, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2022, and fiscal quarter ended March 31, 2023, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Restatement Effective Date, since December 31, 2022, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2022.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2011, December 31, 2010, and December 31, 2009 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2012 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be present fairly, and all financial statements delivered by any the Borrower or Guarantor after the Effective Date pursuant to Agent Section 5.01 will present fairly, in all material respects, the Consolidated financial position of the Borrower and Lenders have been prepared its Subsidiaries as of the respective dates thereof and its Consolidated results of operations and cash flows for the respective periods covered thereby in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above or delivered pursuant to Section 5.01(b). None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2011 (or, after the Effective Date, since the last day of the Fiscal Year in respect of which the Borrower has delivered audited financial statements pursuant to Section 5.01(a)) there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and fairly its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Material Insurance Subsidiary (other than Xxxxxx) for the fiscal year thereof ended December 31, 2011, and the quarterly Statutory Statement of each Material Insurance Subsidiary (other than Xxxxxx) for the partial year ended September 30, 2012, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, and all Statutory Statements delivered by the Borrower after the Effective Date pursuant to Section 5.03 will present fairly, in all material respects the financial condition of each Material Insurance Subsidiary (other than Xxxxxx) as at, and the results of operation of such Borrower and Guarantor as at operations for, the dates and for fiscal year or partial fiscal year covered thereby, in accordance with statutory accounting practices prescribed or permitted by the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince September 30, 2012, there has been no actmaterial adverse change in the financial condition of any such Material Insurance Subsidiary from that set forth in its respective Statutory Statement as at September 30, condition or event which 2012. (d) The Borrower has had or is reasonably likely heretofore furnished to have a Material Adverse Effect since the date each of the most recent audited Lenders the annual company prepared annual statement of Xxxxxx for the fiscal year thereof ended December 31, 2011, and the quarterly company prepared quarterly statement of Xxxxxx for the partial year ended September 30, 2012, as filed with the Applicable Insurance Regulatory Authority. Such company prepared statements present fairly, and all company prepared statements delivered by the Borrower after the Effective Date pursuant to Section 5.03 will present fairly, in all material respects the financial statements condition of any Borrower Xxxxxx as at, and the results of operations for, the fiscal year or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies havepartial fiscal year covered thereby, prior to the date hereof and in accordance with GAAP. Since September 30, 2012, there has been no material adverse change in the terms financial condition of the Petro IndentureXxxxxx from that set forth in its company prepared quarterly statement as at September 30, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2012.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lender (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2016 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of March 31, 2017 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2016 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to the Lender the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2016, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended March 31, 2017, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2016, and fiscal quarter ended March 31, 2017, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Closing Date, since December 31, 2016, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2016.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the (y) fiscal year ended December 31, 2016, reported on by Xxxxx Xxxxxxxx LLP, independent certified public accountants, and (z) the fiscal years ended December 31, 2015 and December 31, 2014, reported on by Ernst & Young LLP, independent certified public accountants, (ii) its unaudited consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter ended Xxxxx 00, 0000, (xxx) the Target’s audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended March 27, 2016, March 29, 2015 and March 30, 2014, reported on by BDO USA, LLP, independent certified public accountants, and (iv) the Target’s consolidated balance sheet and statements of operations and cash flows as of and for each of the Fiscal Quarters ended July 3, 2016, October 2, 2016 and January 1, 2017. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries and the Target and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) and fairly (iv) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended December 31, 2016, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended on December 31, 2016, as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since on the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared in accordance with GAAP Conduct of Business --------------------------------------------------------------------- (except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesa) and fairly present in all material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior Prior to the date of this Agreement, there has been no actSellers have provided Buyers with: (i) the Audited Financial Statements; (ii) the Unaudited Financial Statements; (iii) since September 1996, condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date monthly reports of the most recent audited financial statements operations of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this AgreementCompanies. The Petro Companies have, prior to the date hereof and Audited Financial Statements (x) have been prepared in accordance with the terms Accounting Principles, (y) fairly present in all material respects Axel Xxxxxxx'x, Xxrdic's or each of the Petro IndentureSubsidiaries, deposited as the case may be, financial position, results of its operations and changes in its financial position at and for the period specified therein, and (z) are consistent with the Petro Indenture Trustee books and records of Axel Xxxxxxx, Xxrdic or each of the Subsidiaries, as the case may be. As of the relevant accounts date, no Group Company had any liabilities, actual and known, other than those shown in the Audited Financial Statements. The Unaudited Financial statements and the reports mentioned in (iii) above have been prepared in consistency with the reporting principles applied by the management of the companies within the Anglian Water group. Except as set forth on SCHEDULE 4.7, the Unaudited Financial Statements (i) fairly present in all material respects, Axel Xxxxxxx'x, Xxrdic's or each of the Subsidiaries', as the case may be, financial position, results of its operation and changes in its financial position at and for the periods specified therein, (ii) are consistent with the books and records of Axel Xxxxxxx, Xxrdic or each of the Subsidiaries, as the case may be, and (iii) include all adjustments, consisting only of normal recurring adjustments, required for a sufficient amount fair presentation. With respect to contingent liabilities, such liabilities have been accounted for to the extent required by the Accounting Principles. As of December 31, 1996, the Group Companies taken as a whole have no liabilities, actual and known, other than those shown in the Unaudited Financial Statements. (b) Since December 31, 1996, except as contemplated by this Agreement and accounted for in the Unaudited Financial Statements, there has not occurred or arisen: (i) any Material Adverse Effect, (ii) any payment, declaration or setting aside by any of the Group Companies of dividends or a return of capital or any distribution by any of the Group Companies of any cash or cash equivalents other assets to redeem any of its shareholders in full redemption of or as the aggregate outstanding principal amount purchase price for any of all Indebtedness the Group Companies' capital stock or equity or in discharge or cancellation in whole or in part of any indebtness owing under (whether in payment of principal, interest or otherwise) to any of its shareholders, except, in the case of the discharge or cancellation of any indebtness only, for ordinary commercial transactions; (iii) any institution by any of the Group Companies of a bonus, stock option, profit-sharing, pension or similar arrangement or any changes in any such existing plans; (iv) any material loss, damage or destruction to any of the Group Companies' properties (whether or not covered by insurance); (v) any increase made or promised in the compensation or other remuneration payable or to become payable by any of the Group Companies to any of its employees, agents or partners outside the ordinary course of business; (vi) any material commitment made (through negotiations or otherwise) or any material liability incurred to any labor organization or works council by any of the Group Companies; or (vii) any changes in accounting or reporting principles or practices from those utilized in the preparation of the Audited Financial Statements and the Unaudited Financial Statements, respectively. (c) Since March 31, 1996 each of the Group Companies has conducted its business in the ordinary course and in connection a manner consistent with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsprior business practice.

Financial Statements; No Material Adverse Change. All (a) The European J.V. has heretofore furnished to the Lenders its consolidated balance sheets and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended December 31, 2014, reported on by PricewaterhouseCoopers LLP, independent registered accounting firm. Goodyear has heretofore furnished to the Lenders its consolidated balance sheets and statements of operations, shareholders’ equity and cash flows as of and for the fiscal year ended December 31, 2014, reported on by PricewaterhouseCoopers LLP, independent registered accounting firm, and as of and for the fiscal quarter ended March 31, 2015. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent of the European J.V. and Lenders have been prepared Goodyear present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the European J.V. and its Consolidated Subsidiaries and Goodyear and its Consolidated Subsidiaries, respectively, as of such dates and for such fiscal year and such fiscal quarter, as applicable, in accordance with GAAP (except as to any interim financial GAAP, subject, in the case of such quarterly statements, to the extent such statements are subject to normal year-end audit adjustments and do not include complete to the absence of footnotes. (b) and fairly present in all material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementDisclosure Documents, since December 31, 2014, there has been no act, event or condition that constitutes or event which has had or is reasonably would be materially likely to have result in a Material Adverse Effect Change, it being agreed that a reduction in any rating relating to Goodyear issued by any rating agency shall not, in and of itself, be an event or condition that constitutes or would be materially likely to result in a Material Adverse Change (but that events or conditions underlying or resulting from any such reduction may constitute or be materially likely to result in a Material Adverse Change). (c) Except as disclosed in the Disclosure Documents, since December 31, 2014, there has been no event or condition that constitutes or would be materially likely to result in a material adverse change in or effect on the date business, operations, properties, assets or financial condition (including as a result of the most recent audited financial statements effects of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms contingent liabilities thereon) of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies European J.V. and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions J.V. Subsidiaries, taken as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsa whole.

Financial Statements; No Material Adverse Change. All (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, as at December 31, 2014 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly in all material respects the consolidated financial statements relating to any condition of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries, as at such date, and the consolidated results of their operations and their consolidated cash flows for such fiscal year then ended in accordance with GAAP applied consistently throughout the periods involved (except as to any interim approved by the aforementioned firm of accountants and disclosed therein). (b) The audited statutory financial statementsstatements of Symetra Life Insurance Company for fiscal year 2014, to the extent such statements are subject to normal year-end adjustments reported on and do not include complete footnotes) and accompanied by unqualified reports from Ernst & Young LLP or another independent certified public accounting firm of nationally recognized standing, present fairly present in all material respects the financial condition of Symetra Life Insurance Company, for the period covered thereby in accordance with SAP applied consistently through the period involved (except as approved by the aforementioned firm of accountants and disclosed therein). (c) The unaudited consolidated balance sheet of the results of operation of such Borrower and Guarantor its consolidated Subsidiaries, as at the dates of and for the periods set forth therein. Except fiscal quarter ended June 30, 2015, and the related unaudited consolidated statements of income and cash flows for such fiscal quarter ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended in accordance with GAAP applied consistently throughout the period involved (except (x) as approved by the aforementioned firms of accountants and disclosed in any therein or (y) for normal year-end audit adjustments and the absence of footnotes). (d) The unaudited interim statutory financial statements furnished by Borrowers and Guarantors to Agent prior to of Symetra Life Insurance Company for the date quarterly period ended June 30, 2015 present fairly in all material respects the financial condition of this AgreementSymetra Life Insurance Company for the quarter then ended in accordance with SAP applied consistently throughout the period involved. (e) Since December 31, 2014, there has been no actmaterial adverse change in the business, assets, property or financial condition or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveand its Subsidiaries, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2017, reported on by Deloitte & Touche LLP, independent certified public accountants, and (ii) its consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portion of the fiscal year ended September 30, 2018. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and fairly related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended as of the most recently ended Fiscal Quarter for which financial statements are available, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended as disclosed in any interim of the most recently ended Fiscal Quarter for which financial statements furnished by Borrowers and Guarantors to Agent prior to are available, as if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since December 31, 2017, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse change in the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been (a) The Audited Financial Statements (i) were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesotherwise expressly noted therein; (ii) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operation of such Borrower and Guarantor as at the dates and operations for the periods set forth thereinperiod covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as disclosed reflected in any interim such financial statements furnished by Borrowers statements, Schedule 5.05 sets forth all material indebtedness and Guarantors to Agent prior to other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of this Agreementsuch financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no actevent or circumstance, condition either individually or event which in the aggregate, that has had or is could reasonably likely be expected to have a Material Adverse Effect since the date Change. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the most recent audited financial statements of any Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Guarantor furnished by any Borrower or Guarantor to Agent prior to Section 6.01(d) were prepared in good faith on the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms basis of the Petro Indentureassumptions stated therein, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents which assumptions were reasonably believed to redeem be fair in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds light of the Petro Indenture Cash Collateral previously deposited with conditions existing at the Petro Indenture Trusteetime of delivery of such forecasts, and represented, at which the time all liens of delivery, the Borrower’s best estimate of its future financial condition and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsperformance.

Financial Statements; No Material Adverse Change. All (a) Xerox has heretofore furnished to the Lenders (i) its consolidated balance sheet as of December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Year then ended, reported on by KPMG LLP, independent public accountants, and (ii) its consolidated balance sheet as of September 30, 2001 and the related consolidated statements of income, stockholders' equity and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by a Financial Officer, it being understood that such financial statements relating do not give effect to the Restatement. Except for changes resulting from any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent Restatement Event, such financial statements present fairly, in all material respects, the financial position of Xerox and Lenders have been prepared its consolidated Subsidiaries as of such dates and their results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in this Section 3.04(a)(ii). (b) and fairly present in all After giving effect to the Transactions, none of the Xerox Companies has, as of the Effective Date, any material respects the financial condition and the results of operation of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except contingent liabilities, unusual long-term commitments or unrealized losses which are required to be disclosed pursuant to GAAP, except as disclosed in any interim the financial statements furnished by Borrowers referred to above or the notes thereto or in the Business Plan, except for those that may arise from any Restatement Event and Guarantors except for the Disclosed Matters and those contingent liabilities, unusual long-term commitments and unrealized losses that, individually or in the aggregate, could not reasonably be expected to Agent prior to result in a Material Adverse Effect. (c) Except for the date of this AgreementDisclosed Matters and any Restatement Event, since December 31, 2000, there has been no actmaterial adverse change in the business, condition assets, operations or event which has had condition, financial or is reasonably likely to have a Material Adverse Effect since the date otherwise, of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveXerox Companies, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) USX Corporation’s 2000 Form 10-K containing the audited consolidated balance sheet of the U.S. Steel Group as of December 31, 2000 and the related consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) USX Corporation’s Latest Form 10-Q containing the unaudited consolidated balance sheet of the U.S. Steel Group as of September 30, 2001 and the related consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by its chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the consolidated financial position of the U.S. Steel Group as of such dates and Lenders have been prepared its consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2001, prepared giving effect to the Financing Transactions as if the Financing Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Financing Transactions and fairly present (iv) presents fairly, in all material respects respects, the pro forma consolidated financial condition and position of the results of operation of such Borrower and Guarantor its Subsidiaries as at of June 30, 2001 as if the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementFinancing Transactions had occurred on such date. (c) Since December 31, 2000, there has been no actmaterial adverse change in the business, condition operations, properties, assets, financial condition, contingent liabilities or event which has had or is reasonably likely to have a Material Adverse Effect since the date material agreements of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent and its Subsidiaries, taken as a whole, except as disclosed prior to the date of this Agreement. The Petro Companies haveEffective Date in USX Corporation’s 2000 Form 10-K, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash USX Corporation’s Latest Form 10-Q or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsUSX Corporation’s Latest Proxy Statement.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2010 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2011 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower's chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof. None of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) As of the date hereof and as of the Effective Date, since December 31, 2010 there has been no material adverse change in the business, operations, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Company for the fiscal year thereof ended December 31, 2010, and the quarterly Statutory Statement of each Insurance Company for the partial year ended September 30, 2011, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Company as at, and the results of operation operations for, the fiscal year ended December 31, 2010, and partial year ended September 30, 2011, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Effective Date, since December 31, 2010, there has been no actmaterial adverse change in the financial condition, condition operations, business, assets or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements prospects of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Company from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2010.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) its audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended April 3, 2016, March 29, 2015 and March 30, 2014, reported on by PricewaterhouseCoopers LLP, independent certified public accountants, (ii) its unaudited consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portions of the fiscal year ended July 3, 2016, October 2, 2016 and January 1, 2017, (iii) the Target’s audited consolidated balance sheet and statements of operations, changes in equity and cash flows as of and for the fiscal year ended December 31, 2015, December 31, 2014 and December 31, 2013, reported on by Burr Xxxxxx Xxxxx, Xxc., independent certified public accountants, and (iv) the Target’s consolidated balance sheet and statements of operations and cash flows as of and for the Fiscal Quarter and the portions of the fiscal year ended March 27, 2016, June 26, 2016 and September 25, 2016. Such financial statements relating to any present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its consolidated Subsidiaries and the Target and its Consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP (except as to any interim financial statementsexpressly noted therein, to the extent such statements are subject to normal year-end audit adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) and fairly (iv) above. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of the Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended January 1, 2017, 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 present fairly, in all material respects respects, the pro forma financial condition position and the results of operation operations of such the Borrower and Guarantor its consolidated Subsidiaries as at the dates of and for the periods set forth therein. Except period of 12 consecutive months ended on January 1, 2017, as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to if the Transactions had occurred on such date or at the beginning of this Agreementsuch period, as the case may be. (c) Since the Effective Date, there has been no actevent, circumstance or condition or event which that has had or is would reasonably likely be expected to have a Material Adverse Effect since material adverse effect on the date business, assets, property or financial condition of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee its Restricted Subsidiaries taken as a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestswhole.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lender (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2018 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Exxxx & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all Material Debt and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2018 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to the Lender the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2018, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended June 30, 2019, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2018, and fiscal quarter ended June 30, 2019, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe First Amendment Effective Date, since December 31, 2018, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2018.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the Borrower's 2002 Form 10-K containing the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2002 and the related consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) the Borrower's Latest Form 10-Q containing the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2003 and the related consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower's chief financial officer. Such financial statements relating to any present fairly, in all material respects, the consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders the Approved Financing Model containing the pro forma consolidated balance sheet of the Borrower as of March 31, 2003, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith (based on assumptions believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and fairly present (iv) presents fairly, in all material respects respects, the pro forma consolidated financial condition and position of the results of operation of such Borrower and Guarantor its Subsidiaries as at of March 31, 2003 as if the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementTransactions had occurred on such date. (c) Since December 31, 2002, there has been no actmaterial adverse change in the business, condition operations, properties, assets, financial condition, contingent liabilities or event which has had or is reasonably likely to have a Material Adverse Effect since the date material agreements of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent and its Subsidiaries, taken as a whole, except as disclosed prior to the date of this Agreement. The Petro Companies haveEffective Date in the Borrower's 2002 Form 10-K, prior to the date hereof and in accordance with Borrower's Latest Form 10-Q or the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsBorrower's Latest Proxy Statement.

Financial Statements; No Material Adverse Change. All (a) The Borrower has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2004 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, 2005 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Borrower’s chief financial officer. Such financial statements relating to any present fairly, in all material respects, the Consolidated financial position of the Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above. None of the Borrower or any of its Material Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2004, and as of the Effective Date, there has been no material adverse change in the business, operations, properties, assets, financial condition, prospects, contingent liabilities or material agreements of the Borrower and its Subsidiaries, taken as a whole. (c) The Borrower has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year ended December 31, 2004, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended September 30, 2005, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation of such Borrower operations for, the fiscal year ended December 31, 2004, and Guarantor as at fiscal quarter ended September 30, 2005, in accordance with statutory accounting practices prescribed or permitted by the dates and for the periods set forth thereinApplicable Insurance Regulatory Authority. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date of this AgreementSince September 30, 2005, there has been no actmaterial adverse change in the Consolidated financial condition, condition operations, business or event which has had or is reasonably likely to have prospects taken as a Material Adverse Effect since the date whole of the most recent audited financial statements of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies havefrom that set forth in said Statutory Statements as at September 30, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2005.

Financial Statements; No Material Adverse Change. All financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent and Lenders have been (a) The Audited Financial Statements (i) were prepared in accordance with GAAP (consistently applied throughout the period covered thereby, except as to any interim financial statements, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesotherwise expressly noted therein; (ii) and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operation operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of such the Borrower and Guarantor its Subsidiaries as at of the dates date thereof, including liabilities for taxes, material commitments and for the periods set forth thereinIndebtedness. Except as disclosed reflected in any interim financial statements furnished by Borrowers the Audited Financial Statements, Schedule 5.05 sets forth all material indebtedness and Guarantors to Agent prior to other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of this Agreementthe Audited Financial Statements, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no actevent or circumstance, condition either individually or event which in the aggregate, that has had or is could reasonably likely be expected to have a Material Adverse Effect since the date Change. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the most recent audited financial statements of any Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Guarantor furnished by any Borrower or Guarantor to Agent prior to Section 6.01 were prepared in good faith on the date of this Agreement. The Petro Companies have, prior to the date hereof and in accordance with the terms basis of the Petro Indentureassumptions stated therein, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents which assumptions were reasonably believed to redeem be fair in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds light of the Petro Indenture Cash Collateral previously deposited with conditions existing at the Petro Indenture Trusteetime of delivery of such forecasts, and represented, at which the time all liens of delivery, the Borrower’s best estimate of its future financial condition and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interestsperformance.

Financial Statements; No Material Adverse Change. All (a) The Parent has heretofore furnished to the Lenders (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2018 and the related Consolidated statements of income and cash flows for the Fiscal Year then ended, reported on by Ernst & Young LLP, independent public accountants, and (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as of September 30, 2019 and the related Consolidated statements of income and cash flows for the Fiscal Quarter then ended and for the portion of the Fiscal Year then ended, all certified by the Parent’s chief financial officer. Such financial statements relating to any Borrower or Guarantor which have been or may hereafter be delivered by any Borrower or Guarantor to Agent present fairly, in all material respects, the Consolidated financial position of the Parent and Lenders have been prepared its Subsidiaries as of such dates and its Consolidated results of operations and cash flows for such periods in accordance with GAAP (except as to any interim financial statementsGAAP, to the extent such statements are subject to normal year-end adjustments and do not include complete footnotesthe absence of footnotes in the case of the statements referred to in clause (ii) above and show all material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof. None of the Parent or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. (b) Since December 31, 2018 there has been no material adverse change in the business, operations, properties, assets, financial condition, contingent liabilities or material agreements of the Parent and its Subsidiaries, taken as a whole. (c) The Parent has heretofore furnished to each of the Lenders the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2018, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended June 30, 2019, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly present in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operation operations for, the fiscal year ended December 31, 2018, and fiscal quarter ended June 30, 2019, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. As of such Borrower and Guarantor as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrowers and Guarantors to Agent prior to the date hereof and as of this Agreementthe Restatement Effective Date, since December 31, 2018, there has been no actmaterial adverse change in the financial condition, condition operations or event which has had or is reasonably likely to have a Material Adverse Effect since the date of the most recent audited financial statements business of any Borrower or Guarantor furnished by any Borrower or Guarantor to Agent prior to the date of this Agreement. The Petro Companies haveMaterial Insurance Subsidiary from that set forth in its respective Statutory Statement as at December 31, prior to the date hereof and in accordance with the terms of the Petro Indenture, deposited with the Petro Indenture Trustee a sufficient amount of cash or cash equivalents to redeem in full the aggregate outstanding principal amount of all Indebtedness owing under and in connection with the Petro Indenture, together with all interest, fees, premiums and penalties owing in respect thereof, through February 15, 2008 (the “Petro Indenture Cash Collateral”). All such Indebtedness (including all such interest, fees, premiums and penalties) will be redeemed in full by no later than February 15, 2008 with the proceeds of the Petro Indenture Cash Collateral previously deposited with the Petro Indenture Trustee, at which time all liens and security interest of the Petro Indenture Trustee on the assets of the Petro Companies and the Capital Stock in Petro will be automatically released and the Petro Companies will promptly instruct the Petro Indenture Trustee to execute all such agreements and instruments and take all such further actions as may be reasonably requested by the Petro Companies or Agent to evidence the release of such liens and security interests2018.