Common use of Financial Statements; No Material Adverse Effect; No Internal Control Event Clause in Contracts

Financial Statements; No Material Adverse Effect; No Internal Control Event. (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 Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown in accordance with GAAP. (b) The unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries dated June 30, 2014 and September 30, 2014 and the related consolidated statements of income or operations, shareholders’ equity and cash flows and consolidating statements of income or operations for the fiscal quarters ended on such dates (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 Company 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Except as set forth on Schedule 5.05, as to the Company and each of its Subsidiaries: the Audited Financial Statements (i) were prepared in accordance Statements, together with GAAP consistently applied throughout the period covered therebyopinion thereon of KPMG LLP, except as otherwise expressly noted therein; (ii) fairly present independent certified public accountants, and the financial condition consolidated balance sheet of the Company and its Subsidiaries as of March 30, 2007, June 29, 2007 and September 28, 2007, and the date thereof related consolidated statements of operations, changes in shareholders' equity and cash flows for the fiscal quarters and the portion of the fiscal year then ended, copies of which have been furnished to the Administrative Agent and the Lenders, fairly present, in all material respects, their financial condition as at such dates and the results of their operations and cash flows for the period periods covered thereby by such statements, all in accordance with GAAP consistently applied throughout (subject to year-end adjustments and the period covered therebyabsence of footnotes in the case of the quarterly financial statements); the consolidated balance sheet of Sonion and its Subsidiaries as of December 31, except 2006, and the related consolidated statements of income, movements in equity and cash flows of Sonion and its Subsidiaries for the fiscal year then ended, together with the opinion thereon of Deloitte & Touche LLP, independent certified public accountants, and the consolidated balance sheet of Sonion and its Subsidiaries as otherwise expressly noted therein; of September 30, 2007, and (iii) show the related consolidated statements of income, movements in equity and cash flows of Sonion and its Subsidiaries for the fiscal quarters and the portion of the fiscal year then ended, copies of which have been furnished to the Administrative Agent and the Lenders, fairly present, in all material indebtedness respects, their financial condition as at such dates and other liabilitiesthe results of their operations and cash flows for the periods covered by such statements, direct or contingent, all in accordance with IFRS (subject to year-end adjustments and the absence of footnotes in the case of the quarterly financial statements); the pro forma consolidated balance sheet of the Company and its Subsidiaries and the related pro forma consolidated statements of operations, changes in shareholders' equity and cash flows as of and for the 12-month period ended on December 31, 2007, have been prepared giving effect to the Transactions as if the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of such period, and such pro forma financial statements (i) have been prepared by the Company in good faith, based on assumptions used to prepare the pro forma consolidated financial statements included in the Information Memorandum (which assumptions are believed by the Company on the date hereof to be reasonable), (ii) are based on the best information available to the Company as of the date thereofof delivery thereof after due inquiry, including liabilities for taxes, (iii) accurately reflect all material commitments and Indebtedness, adjustments necessary to give effect to the extent required to be shown Transactions and (iv) fairly present, in accordance with GAAP. all material respects, their pro forma financial condition as at such dates and the results of their operations and cash flows for the periods covered by such statements, as if the Transactions had occurred on such date or at the beginning of such period, as the case may be; since the date of the most recent balance sheet date included in the Audited Financial Statements, there has been no material adverse change in the consolidated condition (b) The unaudited consolidated and consolidating balance sheets financial or otherwise), business, or operations of the Company and its Subsidiaries dated June 30Subsidiaries, 2014 taken as a whole; there are no liabilities, fixed or contingent, which are material to the Company and September 30its Subsidiaries, 2014 and taken as a whole, but are not reflected in the related consolidated financial statements of income (or operations, shareholders’ equity and cash flows and consolidating statements of income or operations for the fiscal quarters ended on such dates notes thereto) referred to in clause (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and or (ii) fairly present above, other than (A) liabilities created under the Loan Documents or the Sonion Purchase Agreement, (B) liabilities arising in the ordinary course of business since the date of the most recent balance sheet date included in such financial condition statements and (C) liabilities not required to be reflected on a balance sheet under GAAP; and as of the Closing Date, the Company and its Subsidiaries are not indebted under any credit agreement, indenture, purchase agreement (excluding trade debt), guaranty, Capital Lease, or other investment or agreement relating to Indebtedness for Money Borrowed, except as of the date thereof and their results of operations for the period covered thereby, subject, disclosed in the case of clauses financial statements referred to in clause (i) and or (ii), to ) above or the absence of footnotes notes thereto and to normal year-end audit adjustmentsexcept for Indebtedness for Money Borrowed created under the Loan Documents. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of Since the date of such the most recent balance sheet included in the Audited Financial Statements, no Internal Control Event has occurred involving (i) fraud of management or other employees who have significant roles in the Company's internal controls over financial statementsreporting or (ii) a material weakness in the Company's internal controls over financial reporting which has had or could reasonably be expected to have, including liabilities for taxesindividually or in the aggregate, material commitments and Indebtednessa negative impact on the Company's financial statements in excess of the Threshold Amount, to which the Required Lenders have reasonably objected.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements Parent Guarantor has heretofore delivered to the Administrative Agent and the Lenders, at their request, the following financial statements and information: (ia) audited consolidated financial statements of the Parent Guarantor and its Subsidiaries for the fiscal years ended December 31, 2001, 2002, 2003, and 2004 consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such period, all of which statements were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted described therein; (iib) fairly present the company-prepared unaudited consolidated financial condition statements of the Company Parent Guarantor 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown in accordance with GAAP. (b) The unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries dated June 30, 2014 and fiscal quarter ended September 30, 2014 2004, consisting of consolidated balance sheets and the related consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows and consolidating for such period, all of which statements of income or operations for the fiscal quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted described therein, ; and (iic) five-year projections for the Parent Guarantor and its Subsidiaries, all in form and substance reasonably satisfactory to the Administrative Agent and certified by the chief financial officer of the Parent Guarantor that such consolidated financial statements fairly present the financial condition of the Company Parent Guarantor and its Subsidiaries as of the date thereof dates indicated, and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), with respect to the absence audited and unaudited financial statements, the results of footnotes their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness , and other liabilities(ii) with respect to the projections, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtednesswere prepared in good faith based upon reasonable assumptions.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) Except as set forth on Schedule 5.05 attached hereto, as to the Company and each of its Subsidiaries: (i) The Audited Financial Statements (i) were Statements, together with the opinion thereon of KPMG LLP, independent certified public accountants, and the Company's consolidating balance sheet as of December 31, 2004, and the related consolidating statements of income and retained earnings and cash flows for the year then ended as prepared by the Company, and the Company's interim consolidated and consolidating balance sheet as of June 30, 2005, and the related consolidated and consolidating statements of income and retained earnings and cash flows for the six-month period then ended, copies of which have been furnished to the Administrative Agent and the Lenders, fairly present in all material respects their financial condition as at such dates and the results of their operations for the periods covered by such statements, all in accordance with GAAP consistently applied throughout (subject to year-end adjustments and the period covered thereby, except as otherwise expressly noted thereinabsence of footnotes in the case of the interim financial statements); (ii) fairly present since the date of the Audited Financial Statements, there has been no material adverse change in the consolidated condition (financial condition or otherwise), business, or operations of the Company and its Subsidiaries taken as a whole; (iii) there are no liabilities, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since the date of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebylast financial statement delivered under (i) above, except as otherwise expressly noted thereinor liabilities not required to be reflected on a balance sheet under GAAP; and (iiiiv) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries are not indebted under any credit agreement, indenture, purchase agreement (excluding trade debt), guaranty, Capital Lease, or other investment or agreement relating to Indebtedness for Money Borrowed except as disclosed in the financial statements delivered under (i) above or as set forth on Schedule 5.05 attached hereto as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be shown in accordance with GAAPClosing Date. (b) The unaudited consolidated No written information, exhibit, or report furnished by any Loan Party to either Agent or any Lender in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a material fact necessary to make the statement contained therein not materially misleading, other than unknowing misstatements or omissions of facts the occurrence of which could not reasonably have had a material adverse effect on the credit decision of either Agent or the Lenders with regard to the Borrowers taken as a whole; provided that the foregoing sentence shall not apply to financial and consolidating balance sheets other projections, it being understood that each Borrower represents that financial and other projections provided to the Agents and the Lenders were made in good faith and based on assumptions believed by each Borrower to be reasonable, but that no representation is made as to their ultimate accuracy. (c) Since the date of the Company and its Subsidiaries dated June 30Audited Financial Statements, 2014 and September 30, 2014 and the related consolidated statements of income or operations, shareholders’ equity and cash flows and consolidating statements of income or operations for the fiscal quarters ended on such dates no Internal Control Event has occurred involving (i) were prepared fraud of management or other employees who have significant roles in accordance with GAAP consistently applied throughout the period covered therebyCompany's internal controls over financial reporting, except as otherwise expressly noted therein, and or (ii) fairly present a material weakness in the Company's internal controls over financial condition reporting which has or could reasonably be expected to have (individually or in the aggregate) a negative impact on the Company's financial statements in excess of the Company 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)Threshold Amount, to which the absence of footnotes and to normal year-end audit adjustmentsRequired Lenders have reasonably objected. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.5.06