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

Financial Statements; No Material Adverse Effect. (i) The DTZ Annual Financial Statements and the DTZ Quarterly Financial Statements fairly present in all material respects the financial condition of the DTZ Acquired Companies as of the dates thereof and the results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP, except as otherwise expressly noted therein and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered therebyGAAP, (A) except as otherwise expressly noted therein and (B) subject, in the case of clauses (i) and (ii), as disclosed to the DTZ Quarterly Financial Statements, Administrative Agent prior to changes resulting from normal year-end adjustments and the absence of footnotesClosing Date. (b) The unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated September 30, 2012, 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, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes), except, in the case of clauses (i) and (ii), as disclosed to the Administrative Agent prior to the Closing Date. (iiic) The unaudited pro forma debt capitalization of the Borrower and its Subsidiaries as at September 30, 2012, and the unaudited pro forma consolidated statement of income of the Borrower and its Subsidiaries for the 12-month period ending on September 30, 2012 (together with the pro forma debt capitalization, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative AgentAgent and the Arrangers, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis Pro Forma Basis the estimated financial position of the DTZ Acquired Companies Borrower and its Subsidiaries as at June September 30, 2014 2012 and their estimated results of operations for the period periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby. (bd) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries (other than the Subsidiaries acquired pursuant to the Sxxxxxx Acquisition) dated September 30, 2014, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The forecasts of consolidated Consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being understood recognized by the Lenders that any such forecasts and Projections projections as to future events are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by the projections may differ and that from the projected results included in such differences may be materialprojections.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates thereof and the their results of operations operations, cash flows and changes in shareholders’ equity for the periods covered thereby in accordance with GAAP, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates thereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of September 30, 2012 and December 31, 2012 and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the nine-month periods ended September 30, 2011 and September 30, 2012 and the twelve month period covered thereby ended December 31, 2012 (i) were prepared in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) fairly present the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations, cash flows and changes in shareholders’ equity for the periods covered thereby, subject, in the case of the DTZ Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (bc) Since the Closing DateDecember 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated balance sheets, All financial projections concerning Holdings and statements of cash flows of Holdings, the Borrowers and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished delivered to the Administrative Agent Lenders prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 Initial Funding Date have been prepared in good faith on based upon assumptions believed by the basis of the assumptions stated therein, which assumptions were believed Borrower to be reasonable at as of the time made, date of their delivery to Lenders; it being understood that any (i) whether or not such forecasts and Projections projections or forward looking statements are not to be viewed as facts, are subject to significant uncertainties and contingencies, many in fact achieved will depend upon future events some of which are beyond the Borrowers’ controlcontrol of Holdings and its Subsidiaries, that (ii) no assurance can be given that any particular Projections projections will be realized, that (iii) actual results may differ vary from the projections and that such differences variations may be materialmaterial and (iv) the projections delivered to the Lenders should not be regarded as a representation by Holdings or its management that the projected results will be achieved.

Financial Statements; No Material Adverse Effect. (i) The DTZ Annual Financial Statements and the DTZ Quarterly Financial Statements fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent Borrower and its Subsidiaries as of the dates thereof and the their results of operations of the DTZ Acquired Companies for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (ii) On The unaudited pro forma consolidated balance sheet of the Parent Borrower and after its Subsidiaries as at December 31, 2007 (including the Delayed Draw Funding Date, notes thereto) (the CT Annual Financial Statements “Pro Forma Balance Sheet”) and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results unaudited pro forma consolidated statement of operations of the CT Companies Parent Borrower and its Subsidiaries for the 12 month period covered thereby in accordance ending on such date (together with U.S. GAAP consistently applied throughout the periods covered therebyPro Forma Balance Sheet, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on the Annual Financial Statements and have been prepared in good faith, based on assumptions believed by the Parent Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies Parent Borrower and its Subsidiaries as at June 30December 31, 2014 2007 and their estimated results of operations for the period covered thereby. (b) As of the Specified Date, except (i) as reflected or reserved against in the Annual Financial Statements, (ii) for liabilities or obligations incurred in the ordinary course of business since the date of the Annual Financial Statements and (iii) for liabilities or obligations arising under the Merger Agreement, neither the Parent Borrower nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or notes thereto) of the Parent Borrower and its Subsidiaries, other than those which would not have, individually or in aggregate, a Material Adverse Effect on the Parent Borrower. (c) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the each period covered thereby in accordance with GAAP consistently applied throughout the periods each period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of Parent as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (iib) On The most recent unaudited consolidated and after the Delayed Draw Funding Dateconsolidating balance sheets of Parent delivered pursuant to Section 7.01(b) (it being acknowledged that, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Closing Date, no such balance sheets or statements have been so delivered), and the results related consolidated and consolidating statements of operations of the CT Companies income or operations, consolidated shareholders’ equity and cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) subject, in fairly present the case financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Parent as of the date of delivery thereof, thereof and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated its 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. (bc) Since The consolidated and consolidating pro forma balance sheets of Parent as of the Closing Date, and the related consolidated and consolidating pro forma statements of income for the portion of the fiscal year then ended (the “Pro Forma Financial Statements”), certified by the chief financial officer or treasurer of Parent, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of Parent as of such date and the consolidated and consolidating pro forma results of operations of Parent for the period ended on such date, all in accordance with GAAP. (d) From and after the date of the Audited Financial Statements, and thereafter, from and after the date of the most recent financial statements delivered pursuant to Section 7.01(a) or 7.01(b), there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Borrower and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) [Intentionally Omitted]. (d) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (ce) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies predecessor of the US Borrower and the Restricted Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments predecessor of the US Borrower and the absence Restricted Subsidiaries as of footnotesthe date thereof, including liabilities for Taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the US Borrower or the footnotes thereto prepared in accordance with GAAP. (iib) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT The Unaudited Quarterly Financial Statements (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 CT Companies as of the dates thereof US Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Restricted Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers US Borrower and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and presents fairly in all material respects on a pro forma basis, the estimated consolidated financial position of the US Borrower and its Restricted Subsidiaries as of such date (it being understood that any such forecasts are estimates and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, contingencies (many of which are beyond the Borrowers’ controlcontrol of the Loan Parties), that no assurance can be given that any particular Projections projections will be realized, that realized and actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statementspredecessor business of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to changes resulting from normal year-end adjustments and be disclosed in consolidated financial statements of the absence of footnotesBorrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited pro forma combined balance sheet of Borrower’s Predecessor and its Subsidiaries for the three fiscal quarter period ending September 30, 2010 and the related pro forma combined statements of income or operations, partners’ capital, retained earning and cash flows for the three fiscal quarter period 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 2007 (or, if the Closing Date occurs after August 15, 2007, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2007), 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, (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary financial information of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, Borrower and all Projections its Subsidiaries delivered pursuant to Section 6.01 have been (i) were prepared in good faith on accordance with GAAP consistently applied throughout the basis period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the assumptions stated 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, which assumptions were believed to be reasonable at direct or contingent, of the time madeBorrower and its Subsidiaries as of the date thereof, it being understood that any such forecasts including liabilities for taxes, material commitments and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialIndebtedness.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements: (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectexcept for Indebtedness pursuant to any Assumption Agreement, in the case show all material indebtedness and other liabilities, direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) Each unaudited consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of income or operations, shareholders’ equity and cash flows which were delivered pursuant to Section 2.01(b) of this Appendix A for the fiscal quarter ended immediately prior to the date of such delivery: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii) in this subsection (b), to the absence of footnotes and to normal year-end audit adjustments; and (iii) except for Indebtedness pursuant to any Assumption Agreement, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrowers and their Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectexcept as disclosed in Schedule 5.05, in the case show all material indebtedness and other liabilities, direct or contingent, of the DTZ Quarterly Financial StatementsBorrowers and their Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries dated September 27, 2019, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Holdings and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse EffectEffect that is continuing. (cd) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsHoldings and its Subsidiaries as at September 27, 2019, and the related consolidated pro forma statements of income and cash flows of Holdings, the Borrowers and the Restricted their Subsidiaries for each fiscal year ending after the Closing Date until nine (9) months then ended, certified by the fifth anniversary chief financial officer or treasurer of the Closing DateLead Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the Administrative Agent prior consolidated pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Closing DateTransaction, all in accordance with GAAP. (e) The consolidated forecasted balance sheet, and all Projections statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(c) were prepared in good faith on based upon assumptions that are believed by the basis of the assumptions stated therein, which assumptions were believed Lead Borrower to be reasonable at the time madesuch consolidated forecasted balance sheet, and statements of income and cash flows were delivered to the Administrative Agent, it being understood that any (i) such forecasts and Projections are not to be viewed as facts, (ii) such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ Lead Borrower’s control, that (iii) no assurance can be given that any particular Projections forecasts will be realized, that realized and (iv) actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Domestic Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsDomestic Borrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated and consolidating balance sheets of the Domestic Borrower and its Subsidiaries dated September 30, 2012, and the related consolidated and consolidating 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Domestic Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Domestic Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Domestic Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Domestic Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) ADS has delivered to the Arrangers prior to the Closing Date an unaudited pro forma consolidated balance sheet and related statement of income for Intermediate Holdings, ADS and the Subsidiaries (the “Pro Forma Financial Statements”) as of and for the twelve month period ended on the most recently completed fiscal quarter of the ADS Entities, the IWS Entities and the Target and its subsidiaries, ended at least 45 days before the Closing Date. The Pro Forma Financial Statements were prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made under this Agreement on the Closing Date and on the Acquisition Date, (iii) the Refinancing and (iv) the payment of fees and expenses in connection with the foregoing. The DTZ Annual Pro Forma Financial Statements were prepared in good faith based on the assumptions set forth therein, which Intermediate Holdings and ADS believe to be reasonable assumptions at the DTZ Quarterly time such Pro Forma Financial Statements were prepared. (b) ADS has delivered to the Arrangers prior to the Closing Date audited consolidated balance sheets and related statements of income, retained earnings and cash flows of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, in each case, for the three (3) most recently completed fiscal years of the Target, Advanced Disposal and IWS, respectively, ended at least 90 days before the Closing Date. Such 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 in all material respects the financial condition of the DTZ Acquired Companies Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, respectively, in each case as of the dates thereof date thereof, and the their results of operations of the DTZ Acquired Companies for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (Biii) subjectshow all material indebtedness and other material liabilities, direct or contingent, of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, and IWS and its subsidiaries, respectively, in the each case as of the DTZ Quarterly Financial Statementsdates thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (c) ADS has delivered to the Arrangers prior to the Closing Date unaudited consolidated balance sheets and related statements of income, retained earnings and cash flows of the Target and its subsidiaries, Advanced Disposal and its subsidiaries, IWS and its subsidiaries, in each case for each fiscal quarter subsequent to the most recent audited financial statements of each such entity referred to in Section 3.05(b) ended at least 45 days before the Closing Date (other than any fiscal fourth quarter). Such unaudited financial statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Target and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyits subsidiaries, (A) except as otherwise expressly noted therein Advanced Disposal and (B) subjectits subsidiaries and IWS and its subsidiaries, respectively, in the each case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated 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 3.05 sets forth all material indebtedness and other material liabilities, direct or contingent, Advanced Disposal and its subsidiaries, IWS and its subsidiaries, respectively, in each case as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, to the extent not reflected in such financial statements; provided that the Borrower shall supplement such Schedule as of the Acquisition Date to add any necessary information with respect to the material indebtedness and other material liabilities, direct or contingent, of the Target and its subsidiaries. (bd) Since ADS has delivered to the Arrangers prior to the Closing Date forecasts of consolidated balance sheets and statements of income or operations and cash flows of Intermediate Holdings, ADS and the Subsidiaries for the five fiscal years ended after the Closing Date, which consolidated balance sheets and statements of operations and cash flows were prepared by management of Intermediate Holdings and reflect the forecasted consolidated financial conditions of Intermediate Holdings and the Subsidiaries after giving effect to the Transactions, it being understood that such forecasts are not to be viewed as facts, that actual results may vary from such forecasts and that such variations may be material. (e) Since March 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cf) The forecasts of consolidated forecasted balance sheets, sheet and statements of income or operations and cash flows of Holdings, the Borrowers Intermediate Holdings and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 5.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ vary from such forecasts and that such differences variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies AB LLC and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectto the extent required by GAAP, in the case show all Material Indebtedness and other liabilities, direct or contingent, of AB LLC and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies AB Acquisition LLC and its Subsidiaries, as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyapplicable, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Restatement Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated Consolidated forecasted balance sheets, sheets and statements of income and cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections Albertson’s Group delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ good faith estimate of its future financial performance (it being understood that any such forecasts and Projections are not to be viewed as facts, are forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ controlcontrol of the Loan Parties, that no assurance can be is given that any particular Projections forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies predecessor of the US Borrower and the Restricted Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments predecessor of the US Borrower and the absence Restricted Subsidiaries as of footnotesthe date thereof, including liabilities for Taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the US Borrower or the footnotes thereto prepared in accordance with GAAP. (iib) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT The Unaudited Quarterly Financial Statements (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 CT Companies as of the dates thereof US Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Restricted Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers US Borrower and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and presents fairly in all material respects on a pro forma basis, the estimated consolidated financial position of the US Borrower and its Restricted Subsidiaries as of such date, as if the Transactions had occurred on such date (it being understood that any such forecasts are estimates and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, contingencies (many of which are beyond the Borrowers’ controlcontrol of the Loan Parties), that no assurance can be given that any particular Projections projections will be realized, that realized and actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries, as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries, to changes resulting from normal year-end adjustments as of the date thereof, including liabilities for taxes, material commitments and Indebtedness as customarily determined by the absence of footnotesBorrower in consultation with its accountants. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated April 2, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 adjustments. To the knowledge of the Borrower, Schedule 3.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date hereof that are not specified in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts . Between the date of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers Audited Financial Statements and the Restricted Subsidiaries for each fiscal year ending after Effective Date (including the Closing Date until the fifth anniversary of the Closing Effective Date), copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialInternal Control Event has occurred.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein, (ii) fairly present present, in all material respects respects, the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates thereof date of the balance sheet included therein and the results of operations of the DTZ Acquired Companies Borrower and its Subsidiaries for the period covered thereby in accordance with GAAP, and (iii) to the extent required by GAAP, disclose all material Debt and other liabilities (contingent or otherwise), including liabilities for Taxes, of the Borrower and its Subsidiaries as of the date thereof. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Datefairly present, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects respects, the financial condition of the CT Companies Borrower and its Subsidiaries as of the dates thereof date of the balance sheet included therein and the results of operations of the CT Companies Borrower and its Subsidiaries for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from normal the absence of footnotes and to year-end adjustments and the absence of footnotesaudit adjustments. (iiic) The unaudited pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of September 30, 2014 (the “Pro Forma Financial StatementsBalance Sheet”), copies of which have heretofore been furnished made available to the Administrative Agenteach Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be incurred on or about the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in good faith, connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on assumptions believed by the best information available to the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly fairly, in all material respects respects, on a pro forma basis the estimated financial position of the DTZ Acquired Companies Borrower and its consolidated Subsidiaries as at June of September 30, 2014 and their estimated results of operations for 2014, assuming that the period covered therebyevents specified in the preceding sentence had actually occurred at such date. (bd) Since the Closing DateDecember 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. material adverse effect on the business, results of operations, properties or condition (cfinancial or otherwise) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing DateBorrower and its Subsidiaries, copies of which have been furnished take as a whole, except to the Administrative Agent extent any such event or circumstance is disclosed in public filings made by the Borrower with the SEC since such date but prior to the Closing DateDate (in each case, and all Projections delivered pursuant to Section 6.01 have been prepared including any such disclosure in good faith on the basis respect of the assumptions stated thereinnature, which assumptions were believed to be reasonable at magnitude or consequences of such change or event, but excluding any disclosures set forth in the time made, it being understood that risk factor section or any other section of any such forecasts and Projections filing to the extent they are not to be viewed as factscautionary, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialpredictive or forward-looking in nature).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies predecessor business of the Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statementspredecessor business of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to changes resulting from normal year-end adjustments and be disclosed in Consolidated financial statements of the absence of footnotesBorrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of September 30, 2006 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the Consolidated pro forma financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, its Consolidated Subsidiaries (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished after giving effect to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Acquisition) as of the date of delivery thereof, thereof and present fairly in all material respects on a their Consolidated pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (bc) Since the Closing DateSeptember 30, 2006, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Company and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other material liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsCompany and its Subsidiaries as of the date thereof in accordance with GAAP, to changes resulting from normal year-end adjustments including liabilities for Taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheets of the Company and its Subsidiaries dated July 31, 2019, 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, (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Company and its Subsidiaries as of the dates date thereof and the their results of operations of the CT Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statementsclauses (i) and (i), to changes resulting from the absence of footnotes and to normal year-end adjustments audit adjustments, and the absence of footnotes. (iii) The Pro Forma Financial Statementsshow all material indebtedness and other material liabilities, copies direct or contingent, of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Company and its consolidated Subsidiaries as of the date of delivery thereofsuch financial statements, including liabilities for Taxes, material commitments and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyIndebtedness. (bc) Since the Closing Datedate of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated balance sheetsExcept as disclosed in the Audited Financial Statements, and statements except for the Indebtedness incurred under the Loan Documents and existing Indebtedness permitted pursuant to Section 7.02(d), there were as of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until no liabilities or obligations with respect to the fifth anniversary Company or any of its Restricted Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in the Closing Dateaggregate, copies of which have been furnished could reasonably be expected to be material to the Company and its Restricted Subsidiaries (taken as a whole). (e) The projections delivered to the Administrative Agent and the Lenders prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 Date have been prepared in good faith and are based on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time mademade and at the time such projections were made available to Administrative Agent and the Lenders. It being recognized by the Lenders, it being understood however, that any such forecasts and Projections projections as to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, many facts or guaranties of which are beyond the Borrowers’ controlfuture performance, that no assurance can be given that any particular Projections will be realized, that the actual results during the period or periods covered by the projections may differ from the projected results included in such projections and that such differences may be materialmaterial and that no assurances are being given that such projections will be in fact realized. (f) The summary of the pro forma adjustments (if any) to the financial statements delivered pursuant to Section 6.01(c) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and fairly present in all material respects the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such financial statements.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the consolidated results of their operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (Biii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries dated June 30, 2017, 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, (ii) fairly present the consolidated financial condition of the Parent and its Subsidiaries as of the date thereof and the consolidated results of their operations for the period covered thereby and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; subject, in the case of the DTZ Quarterly Financial Statementsclauses (i) and (ii) above, to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (iic) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of Since the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing DateAudited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts consolidated forecasted balance sheet, statement of consolidated balance sheets, income and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections Consolidated Group delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any and represented, at the time of delivery, the Parent’s best estimate of its future financial condition and performance; provided, such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by such forecasts may differ from such forecasts and that such the differences may be material.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Audited Financial Statements and (A) were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (B) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, except as otherwise expressly noted therein; and (AC) 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 Debt, in each case to the extent required by GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2015, and the related consolidated statements of 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 (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts Pro Forma Financial Statements fairly present in all material respects the consolidated pro forma financial condition of consolidated balance sheets, the Borrower and statements of cash flows of Holdings, the Borrowers its Subsidiaries as at such date and the Restricted consolidated pro forma results of operations of the Borrower and its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Dateperiod ended on such date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialaccordance with GAAP.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Holdings and its Subsidiaries and the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments Holdings and its Subsidiaries and the absence Borrower and its Subsidiaries as of footnotesthe date thereof, including liabilities for taxes, commitments and Indebtedness. (iib) On The unaudited consolidated financial statements of Holdings and after the Delayed Draw Funding Date, the CT Annual Financial Statements its Subsidiaries and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and its Subsidiaries dated December 31, 2003 and the results related consolidated statements of operations of the CT Companies income or operations, shareholders' equity and cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; (ii) fairly present the financial condition of Holdings and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments its Subsidiaries and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable and its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) From the date of the Audited Financial Statements to and including the Closing Date, there has been no Disposition by the Borrower or any Subsidiary, or any Involuntary Disposition, of any material part of the business or Property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (d) The Pro Forma Statements and the Closing Date Projections are based upon reasonable assumptions made known to the Lenders and upon information believed to be reasonable and reasonably likely to occur and not known to be incorrect or misleading in any material respect, provided, however, that projections as to future events are not to be viewed as facts and the actual results during the period or periods covered by the Closing Date Projections probably will differ from the projected results, which differences may be material. (e) The financial statements delivered pursuant to Section 7.01(a), (b) and (c) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b) and (c)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of consolidating financial statements delivered pursuant thereto, consolidating, financial condition, results of operations and cash flows of the Holdings and its Subsidiaries and the Borrower and its Subsidiaries as of such date and for such periods. (f) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Parent (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The Interim Financial Statements of the Parent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Audited Financial Statements of the CT Companies Borrower (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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (iiid) The Pro Forma Interim Financial Statements, copies Statements of which have heretofore been furnished to the Administrative Agent, have been Borrower (i) were prepared in good faithaccordance with GAAP consistently applied throughout the period covered thereby, based on assumptions believed by except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Representative to be reasonable and its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (be) Since the Closing DateDecember 31, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cf) The forecasts of consolidated balance sheets, and forecasted statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary income or operations of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, Parent and all Projections its Subsidiaries delivered pursuant to Section 6.01 have been 4.01(g) or Section 6.01(e), as applicable, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Noodles and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) show all material indebtedness and other liabilities, direct or contingent, of Noodles and its Subsidiaries as of the date thereof that are required by GAAP to be included in such Audited Financial Statements. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarter ended on the date thereof (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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of the DTZ Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (c) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries delivered in connection with Section 6.01(c), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal month ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bd) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (ce) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheets of the Parent 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 the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of the DTZ Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in audit adjustments. Schedule 5.05 sets forth all material respects the financial condition indebtedness and other liabilities, direct or contingent, of the CT Companies as of the dates thereof Parent and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its consolidated Subsidiaries as of the date of delivery thereofsuch financial statements, including liabilities for Taxes, material commitments and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyIndebtedness. (bc) Since the Closing Datedate of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements of the Borrower and its Subsidiaries: (A) were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (B) fairly present present, in all material respects respects, the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; (C) 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 to the extent required by GAAP and (BD) subjectwere accompanied by a reconciliation that explains or otherwise shows in reasonable detail the differences between the information relating to the Borrower and its Subsidiaries, in on the case one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (b) The Quarterly Financial Statements of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries: (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to changes resulting from normal year-end audit adjustments and the absence of footnotes. , except as otherwise expressly noted therein, (iiB) On and after the Delayed Draw Funding Datefairly present, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects respects, the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered therebythereby and (C) were accompanied by a reconciliation that explains or otherwise shows in reasonable detail the differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (bc) Since the Closing DateSeptember 30, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies predecessor of the Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statementspredecessor of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to changes resulting from normal year-end adjustments and be disclosed in Consolidated financial statements of Borrower or the absence of footnotesfootnotes thereto prepared in accordance with GAAP. (b) The unaudited pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of March 31, 2007 after giving effect to the Formation Transactions, and the related pro forma Consolidated statements of operation, changes in division equity and cash flows for such period of the predecessor business of the Borrower and its Subsidiaries, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statementsshow all material indebtedness and other liabilities, copies direct or contingent, of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable and its Subsidiaries as of the date of delivery thereof, including liabilities for taxes, material commitments and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyDebt. (b) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheetssheets of the Borrower and its Subsidiaries as at March 31, 2021, and the related consolidated statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until three months then ended, certified by the fifth anniversary principal accounting officer or treasurer of the Closing DateBorrower, copies of which have been furnished to the Administrative Agent prior Lenders, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date and the consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to the Closing Dateabsence of footnotes and normal year-end audit adjustments). Schedule 5.05 sets forth all material indebtedness and operating leases of the Borrower and its Subsidiaries as of the date set forth thereon. (d) The consolidated forecasted balance sheets, statements of income and all Projections cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01 have been were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in the opinion of the Borrower in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of their future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its consolidated Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments Borrower and its consolidated Subsidiaries as of the absence of footnotesdate thereof. (b) The financial statements delivered, if any, pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Borrower and its consolidated Subsidiaries as of the dates date thereof and the their results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (bc) Since the Closing DateJuly 2, 2006, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated pro forma balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary sheet of the Closing DateBorrower and its Subsidiaries as at December 3, 2006, copies of which have been furnished to the Administrative Agent Arrangers, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its consolidated Subsidiaries as at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles, if required to be applied). (e) The consolidated forecasted balance sheet and statements of income and cash flows of the Holdings and its Subsidiaries delivered to the Arrangers prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been date hereof were prepared in good faith on the basis of the estimates, information and assumptions stated therein, which assumptions were believed by management of Holdings to be reasonable at the time made, it being understood recognized by the Arrangers that any such forecasts and Projections are financial information as it relates to future events is not to be viewed as facts, are subject to significant uncertainties fact and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by such financial information may differ and that such differences may be materialfrom the projected results set forth therein by a material amount.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Consolidated Group as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsConsolidated Group as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (iib) On The consolidated and after consolidating pro forma balance sheets of the Delayed Draw Funding DateConsolidated Group dated as of October 31, the CT Annual Financial Statements 2021, and the CT Quarterly related consolidated and consolidating pro forma statements of income and cash flows for the portion of the fiscal year then ended (the “Pro Forma Financial Statements Statements”), certified by the chief financial officer or treasurer of Borrower, copies of which have been furnished to Administrative Agent and each Lender, fairly present in all material respects the consolidated and consolidating pro forma financial condition of the CT Companies Consolidated Group as of the dates thereof such date and the consolidated and consolidating pro forma results of operations of the CT Companies Consolidated Group for the period covered thereby ended on such date, all in accordance with U.S. GAAP consistently applied throughout (subject to the periods covered thereby, (A) except as otherwise expressly noted therein absence of footnotes and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotesadjustments). (iiic) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of Since the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing DateAudited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections Consolidated Group delivered pursuant to Section 6.01 have been 9.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Partnership and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectto the extent required by GAAP, in the case show all material indebtedness and other liabilities, direct or contingent, of the DTZ Quarterly Financial StatementsPartnership and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Partnership and its Subsidiaries dated December 31, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Partnership and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts consolidated budgets of consolidated balance sheets, the Partnership and statements of cash flows of Holdings, the Borrowers and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections 2011 delivered pursuant to Section 6.01 have been the Existing Credit Agreement were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Partnership’s best estimate of its and its Subsidiaries future financial condition and performance, it being understood recognized by the Lenders that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by any such forecasts may differ from the projected results contained therein and that such differences may be material.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Audited Financial Statements and the DTZ Quarterly Unaudited Financial Statements (A) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent as of the dates thereof and the Parent’s results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subjectexcept, in the case of the DTZ Quarterly Unaudited Financial Statements, to changes resulting from normal customary year-end adjustments consistent with past practice and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein footnotes and (B) subjectshow all material Indebtedness and other liabilities, in the case direct or contingent, of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Loan Parties as of the date of delivery thereof, and present fairly in all material respects hereof that are required to be reflected on a pro forma basis balance sheet prepared in accordance with GAAP, except for such Indebtedness and other liabilities incurred since the estimated financial position date of the DTZ Acquired Companies as at June 30, 2014 and their estimated results Unaudited Financial Statements in the ordinary course of operations for the period covered therebybusiness. (b) Since the Closing DateDecember 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been Projections furnished to the Administrative Agent prior to the Closing Date are based on good faith estimates and assumptions made by the management of Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Borrower believed that the Projections were reasonable and all Projections attainable. (i) The audited consolidated financial statements of the Loan Parties most recently delivered pursuant to Section 6.01 have been 6.01(c) and (ii) the unaudited consolidated and consolidating financial statements of the Loan Parties most recently delivered pursuant to Section 6.01(a) and (b), and the related consolidated and consolidating statements of income (if any) or operations and Shareholders’ Equity for such periods (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present in all material respects the financial condition of the Loan Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of unaudited financial statements, to the absence of footnotes and to customary year-end adjustments consistent with past practice. (e) The consolidated forecasted monthly expenses, balance sheets and statements of income (if any) the Loan Parties delivered to the Lenders pursuant to Section 6.01(f) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time made, of delivery of such forecasts; it being understood that any actual results may vary from such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to changes resulting from normal year-end adjustments and the absence of footnotesextent required by GAAP. (iib) On and after the Delayed Draw Funding Date, the CT Annual The Audited Financial Statements of the Acquired Business, and the CT Quarterly Financial Statements fairly unaudited interim financial statements of the Acquired Business dated December 31, 2009, and the related statements of earnings before taxes for the fiscal year ended on that date, each present fairly, in all material respects respects, the financial condition net assets of the CT Companies Acquired Business as of the dates date thereof and the results of operations of the CT Companies their related earnings before income taxes for the period covered thereby in conformity with GAAP. (c) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated October 31, 2009 (and if available, January 31, 2010), and the related consolidated statements of income or operations, Stockholders’ Equity and cash flows for the fiscal quarter ended on that date (i) were each prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) subjectfairly present the financial condition of the Borrower and its Subsidiaries, or, in the case of clause (b), of the CT Quarterly Financial StatementsAcquired Business, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 7.03 sets forth all material Indebtedness of the Borrower and its consolidated Subsidiaries and separately, of the Acquired Business. (bd) Since the Closing DateJuly 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (ce) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsthe Borrower and its Subsidiaries as at January 31, 2010 (and if available by the Initial Funding Date, April 30, 2010), and the related consolidated pro forma statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until twelve months then ended, certified by the fifth anniversary chief financial officer or treasurer of the Closing DateBorrower, copies of which have been furnished to each Lender, fairly present the Administrative Agent prior to consolidated pro forma financial condition of the Closing DateBorrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. (f) The Initial Financial Projections and all Projections the consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were the Borrower believed to be reasonable at the time made, it being understood that any of delivery of such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialforecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Lead Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other material liabilities, direct or contingent, of the Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in accordance with GAAP consistently applied throughout the case of the DTZ Quarterly Financial Statementsperiod covered thereby, to changes resulting from normal year-end adjustments and the absence of footnotesexcept as otherwise expressly noted therein. (b) The unaudited Consolidated and consolidating balance sheet of the Lead Borrower and its Subsidiaries dated April 28, 2012, and the related Consolidated and consolidating statements of income or operations, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Lead Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect (i) in any financial information delivered or to be delivered to the Lender, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) The forecasts of consolidated Consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Lead Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties and contingenciesat the time of delivery, many the Loan Parties’ best estimate of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialits future financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Holdco and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, direct or contingent, of Holdco and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in the case of the DTZ Quarterly Financial Statementseach case, to changes resulting from normal year-end adjustments and the absence of footnotesextent required to be reflected thereon (or described in the footnotes thereto) in accordance with GAAP. (iib) On The unaudited condensed consolidated and after the Delayed Draw Funding Dateconsolidating balance sheets of Holdco and its Subsidiaries dated June 30, the CT Annual Financial Statements 2009, and the CT Quarterly Financial Statements fairly present in all material respects the financial condition related condensed consolidated and consolidating statements of the CT Companies as of the dates thereof income or operations and the results of operations of the CT Companies cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) subject, in fairly present the case financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments Holdco and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Holdco and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, Holdco’s reasonable good faith estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies U.S. Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material Debt and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsU.S. Borrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for Taxes and the absence of footnotesContingent Obligations. (b) The unaudited consolidated balance sheet of the U.S. Borrower and its Subsidiaries dated June 30, 2020, and the related unaudited consolidated statements of income, cash flows, and stockholders’ equity 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof U.S. Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of certain footnotes and to normal year-end audit adjustments. Such unaudited consolidated balance sheet (including the notes thereto) sets forth all material Debt and other liabilities, direct or contingent, of the U.S. Borrower and its Subsidiaries as of the date of such financial statements, including liabilities for Taxes and Contingent Obligations. (bc) Since the Closing DateDecember 31, 2019, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) [Reserved]. (e) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers U.S. Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished by the U.S. Borrower to the Administrative Agent prior to the Closing Date, and all Projections delivered each Lender (pursuant to Section 6.01 have been 6.1, Section 10.1.1(d) or otherwise) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the U.S. Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.performance. 122

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness which are required to changes resulting from normal year-end adjustments and the absence of footnotesbe included in a balance sheet under GAAP. (b) The unaudited Consolidated balance sheet of the Borrower and its Subsidiaries dated October 29, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) To the knowledge of the Borrower after reasonable internal inquiry, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The forecasts of consolidated Consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions the Borrower reasonably believes in its good faith judgment were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its and contingencies, many of which are beyond the Borrowersits Subsidiaries’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialfuture financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Company and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectto the extent required by GAAP show all Material Debt and other liabilities, in the case direct or contingent, of Company and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for material Taxes, material commitments and the absence of footnotesDebt. (b) The unaudited consolidated balance sheets of the Company and its Subsidiaries and the unaudited consolidating balance sheets of the Borrowers, in each case, dated March 31, 2018 and the related consolidated and consolidating, as applicable, statements of income or operations, partners’ capital and cash flows for each completed quarter since the date of the most recent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Company and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) The pro forma consolidated financial statements of the Company and its Subsidiaries and the forecasts of balance sheets, income statements and cash flow statements described in Section 6.1(n) were prepared in good faith based on assumptions that are believed by the Borrowers to be reasonable as of the Closing Date (it being understood that such forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the control of the Obligors, that no assurance is given that any particular forecasts will be realized, that actual results may differ and that such differences may be material). (d) Since the Closing DateDecember 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (ce) The forecasts of consolidated balance sheetsNo Obligor nor any Subsidiary has, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after on the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished after giving effect to the Administrative Agent prior to Transactions, any Material Debt (including Disqualified Capital Stock) except for this Agreement, the Closing DateSenior Notes under the Senior Notes Indenture, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith the Secured Notes under the Secured Notes Indenture or as shown on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialSchedule 9.1.5.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of Borrower and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheets of Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, stockholders’ 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts drilling budget, capital expenditure budget, forecast of consolidated balance sheets, production and statements forecast of cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 7.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties and contingenciesat the time of delivery, many the Borrower’s best estimate of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialits future financial performance.

Financial Statements; No Material Adverse Effect. (a) The Initial Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Restricted Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow, in the case accordance with and as required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Restricted Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including material liabilities for taxes, material commitments and the absence of footnotesmaterial Indebtedness. (iib) On and after The unaudited pro forma financial statements delivered by the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (ABorrower pursuant to Section 4.01(d) except as otherwise expressly noted therein and (B) subjecthave, in the case of the CT Quarterly Financial Statementseach case, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faithfaith by the Borrower, based on the assumptions stated therein (which assumptions are believed by the Borrower Representative on the Closing Date to be reasonable in light of current conditions and facts then known to the Borrower), are based on the information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and present fairly in all material respects on a the pro forma basis the estimated consolidated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations of the Borrower and its Restricted Subsidiaries as of such date and for such periods, assuming that the period covered therebyTransactions had occurred on such date or as of the beginning of such period, as the case may be. (bc) Since The forecasts of financial performance of the Borrower and its Restricted Subsidiaries delivered by the Borrower pursuant to Section 4.01(d) have, in each case, been prepared in good faith by the Borrower and based on assumptions believed by the Borrower to be reasonable at the time such forecasts were provided (and on the Closing Date in the case of forecasts provided prior to the Closing Date) (it being recognized, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will be realized). (d) Since December 31, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries on a consolidated basis as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other material liabilities, in the case direct or contingent, of Borrower and its Subsidiaries, on a consolidated basis, as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesmaterial Indebtedness. (b) The unaudited consolidated balance sheets of Borrower and its Subsidiaries dated June 30, 2013, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyits Subsidiaries, (A) except as otherwise expressly noted therein and (B) subjecton a consolidated basis, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, what Borrower believed to be a reasonable at the time made, it being understood that any such forecasts estimate of its future financial condition and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied in all material respects throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsParent and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (iib) On and after the Delayed Draw Funding Date, the CT Annual The Unaudited Financial Statements and the CT Quarterly Financial Statements fairly present (i) were prepared in accordance with GAAP consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the CT Companies Borrower (or Parent, as of the dates thereof applicable) and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of each of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers Parent and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Parent’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof which would be required to be disclosed by GAAP, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated December 31, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance (it being understood recognized by the Administrative Agent and the Lenders that any such forecasts and Projections projections as to future events are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered thereby may differ from projected results and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2006, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsthe Borrower and its Subsidiaries as at September 30, 2006, and the related consolidated pro forma statements of cash flows income of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until nine months then ended, certified by the fifth anniversary chief financial officer or treasurer of the Closing DateBorrower, copies of which have been furnished to each Lender, fairly present the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis consolidated pro forma financial condition of the assumptions stated thereinBorrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, which assumptions were believed to be reasonable at all in accordance with GAAP (except for the time made, it being understood that any such forecasts absence of footnotes and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialyear-end audit adjustments).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Principal Borrower and the Certain Government Properties (wholly owned by HRPT Properties Trust), as the case may be, as of the dates date thereof and the results of operations operations, in the case of the DTZ Acquired Companies Certain Government Properties, for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebytherein. (b) The Borrowers have no Indebtedness as of the date hereof. (c) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) Each delivery hereunder by any Borrower of any financial statements, compliance certificates or other calculations involving pro forma determinations or calculations fairly presents the pro forma financial condition of such Borrower and/or its Subsidiaries (as applicable) as at the date set forth thereon. (e) The forecasts of consolidated and consolidating forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Principal Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any and represented, at the time of delivery, the Principal Borrower’s best estimate of its future financial condition and performance. (f) The financial statements delivered pursuant to Section 6.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such forecasts financial statements) the consolidated financial condition, results of operations and Projections are not to be viewed cash flows of the Consolidated Parties as facts, are subject to significant uncertainties of such date and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that for such differences may be materialperiods.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsParent and its Subsidiaries on a Consolidated basis as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited Consolidated balance sheet of the Parent and its Subsidiaries dated March 28, 2009, and the related Consolidated and consolidating 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Parent and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Loan Parties and their Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated balance sheetsNo Internal Control Event exists or has occurred that has resulted in or would reasonably be expected to result in a misstatement in any material respect, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished in any financial information delivered or to be delivered to the Administrative Agent prior to or the Closing DateLenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and all Projections its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01 have been 6.01(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties and contingenciesat the time of delivery, many the Loan Parties’ best estimate of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialits future financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, in the case of the DTZ Quarterly Financial Statementseach case, to changes resulting from normal year-end adjustments the extent required to be reflected thereon pursuant to GAAP, other than those that are not material to the Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the absence of footnotesSEC. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b), 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, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Predecessor as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statementsshow all material indebtedness and other liabilities, copies direct or contingent, of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Predecessor as of the date of delivery thereof, including liabilities for taxes, material commitments and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyIndebtedness. (b) The unaudited consolidated balance sheets of Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. as of June 30, 2013 and related statements of income, shareholders’ equity and cash flows, (i) accurately reflect all material adjustments necessary to give effect to the transactions contemplated under Section 4.01(b) and (ii) present fairly the pro forma consolidated financial position of Empire State Realty Trust, Inc. as of the date thereof and (iii) show all material indebtedness and other liabilities, direct or contingent, of Empire State Building Associates L.L.C. and Empire State Building Company L.L.C. as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness. (c) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.. 125 (cd) The forecasts consolidated forecasted balance sheet, statement of consolidated balance sheets, income and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections Consolidated Group delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any and represented, at the time of delivery, the Parent’s best estimate of its future financial condition and performance; provided, such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by such forecasts may differ from such forecasts and that such the differences may be material.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements and the DTZ Quarterly Financial Statements fairly present in all material respects (with respect to each of clause (i) of the definition of “Annual Financial Statements” and the Quarterly Financial Statements) the financial condition of Convey Health Solutions, Inc. and its Subsidiaries and (with respect to clause (ii) of the definition of “Annual Financial Statements”) the financial condition of the DTZ Acquired Companies Company (or its predecessor company) and its Subsidiaries, in each case, as of the dates date(s) thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (Ai) except as otherwise expressly noted therein and (Bii) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iiib) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present presents fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 Borrower and their estimated results of operations its Subsidiaries for the period covered thereby. (b2) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c3) The forecasts of consolidated balance sheets, and statements of cash flows income of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time mademade and at the time the forecasts are delivered, it being understood that any such that: (a) no forecasts and Projections are not to be viewed as facts, , (b) all forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that control of the Loan Parties or the Investor, (c) no assurance can be given that any particular Projections forecasts will be realized, that and (d) actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies TRM and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of TRM and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, commitments and the absence of footnotesIndebtedness. (iib) On and after the Delayed Draw Funding Date, the CT Annual The Interim Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; (ii) fairly present the financial condition of TRM and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of TRM and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (c) Other than with respect to forecasts or financial projections contained therein (which forecasts and projections shall be prepared based on reasonable assumptions consistently applied), the Pro Forma Financial Statements (a) fairly present in all material respects the consolidated pro forma financial condition of TRM and its Subsidiaries as at such date and the consolidated pro forma results of operations of TRM and its Subsidiaries for the period ended on such date (and the financial statements utilized in preparing such pro forma statements were prepared in accordance with GAAP) and (b) Since have been prepared in accordance in all material respects with the requirements of Regulation S-X under the Securities Act of 1933, as amended, applicable to a Registration Statement under such Act on Form S-1. (d) From the date of the Audited Financial Statements to and including the Closing Date, there has been no event Disposition by TRM or circumstanceany Subsidiary (other than the sale by TRM of TRM Copy Centres (U.K.) Limited pursuant to and in accordance with the terms of that certain Sale Purchase Agreement for the shares of TRM Photocopy Centres (U.K.) Limited by and between TRM Copy Centers (USA) Corporation, either individually an Oregon Corporation and Digital 4 Convenience PLC incorporated and registered in England and Wales), or any Involuntary Disposition, of any material part of the business or Property of TRM and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of TRM and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the aggregatenotes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (e) The financial statements delivered pursuant to Section 7.01(a) and (b) after the Closing Date have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and, in the case of annual financial statements delivered pursuant to Section 7.01(a), consolidating, financial condition, results of operations and cash flows of TRM and its Subsidiaries as of the dates thereof and for the periods covered thereby. (f) Other than those matters set forth on Schedule 5.01(d), since the date of the Audited Financial Statements, there has been no event or circumstance that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Borrower has heretofore furnished to the Lenders the Borrower’s (i) The DTZ Annual Financial Statements consolidated balance sheets and related statements of income, shareholders’ deficit and cash flows of the DTZ Quarterly Financial Statements Borrower and its consolidated Subsidiaries as of the end of and for each fiscal year of the Borrower in the three-fiscal year period ended on December 31, 2010, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP and (ii) unaudited consolidated balance sheets and related statements of income, shareholders’ deficit and cash flows of the Borrower and its consolidated Subsidiaries as of and for each subsequent fiscal quarter ended at least forty-five (45) days prior to the Closing Date. Such financial statements fairly present in all material respects the financial condition of the DTZ Acquired Companies as of the dates thereof and the condition, results of operations and cash flows of the DTZ Acquired Companies Borrower and its consolidated Subsidiaries as of such dates and for the period covered thereby such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statementsquarterly financial statements, to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyadjustments. (b) Since the Closing DateDecember 31, 2010, there has not been no any change, development or event or circumstancethat, either individually or in the aggregate, that has had or would reasonably be expected to have have, a Material Adverse Effect. (c) The forecasts of consolidated balance sheetssheet, income statement and statements cash flow statement of cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year of the Borrower ending after the Closing Date until through the fifth anniversary of the Closing Datefiscal year ending December 31, 2015, copies of which have been furnished to the Administrative Agent and the Lenders prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the based upon reasonable assumptions stated therein, which assumptions were believed to be reasonable at the time mademade in light of the conditions existing at the time of delivery of such forecasts, it being understood that any such forecasts and Projections forecasts, as to future events, are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be materialmaterial and that such forecasts are not a guarantee of financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The unaudited condensed consolidated balance sheet of the Borrower and its Subsidiaries and the related condensed consolidated statements of income or operations and cash flows for the most recent fiscal quarter delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed based on the current conditions and facts known to be reasonable the Borrower at the time made, it being understood that any of delivery of such forecasts and Projections are not to be viewed as factsreflect the Borrower’s good faith estimate of its future financial condition and performance. Notwithstanding the foregoing, it is understood that such forecasted balance sheets are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, control of the Borrower and its Subsidiaries and that no assurance can be given that any particular Projections such forecasts will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies predecessor of the Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial Statementspredecessor of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to changes resulting from normal year-end adjustments and be disclosed in Consolidated financial statements of Borrower or the absence of footnotesfootnotes thereto prepared in accordance with GAAP. (b) The unaudited pro forma Consolidated financial statements of the Borrower and its Consolidated Subsidiaries as of September 30, 2007, and the related pro forma Consolidated statements of operation, changes in division equity and cash flows for such period of the predecessor business of the Borrower and its Subsidiaries, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. As of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, are disclosed in the Initial Financial Statements. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries on a Consolidated basis as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, in accordance with GAAP consistently applied through the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotescovered period. (b) The unaudited Consolidated balance sheet of the Parent and its Subsidiaries dated November 1, 2008, and the related Consolidated and consolidating 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Parent and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. As of the Closing Date, Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Loan Parties and their Subsidiaries on a Consolidated basis as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness, in each case, in accordance with GAAP consistently applied through the covered period. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, To the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary best knowledge of the Closing DateLead Borrower, copies no Internal Control Event exists or has occurred since the date of which have been furnished the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent prior to or the Closing DateLenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Parent and all Projections its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01 have been 6.01(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties and contingenciesat the time of delivery, many the Loan Parties’ best estimate of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialfuture financial performance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated March 31, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Borrower and its consolidated Subsidiaries not reflected in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements audited consolidated balance sheet of Borrower and its Subsidiaries, and the DTZ Quarterly Financial Statements related audited consolidated statement of income of Borrower and its Subsidiaries for the fiscal year ended December 31, 2020 and the unaudited consolidated balance sheet of Borrower and its Subsidiaries, and the related consolidated statement of income for the fiscal quarter ended September 30, 2021 copies of which have been furnished to Lender prior to the Fourth Amendment Effective Date, present fairly present in all material respects the financial condition of the DTZ Acquired Companies as of the dates thereof and the results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout generally accepted accounting principles the consolidated financial position of Borrower and its Subsidiaries at the respective dates of such balance sheets and the consolidated results of the operations of Borrower and its Subsidiaries for the respective periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. The foregoing historical financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. (iib) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Fourth Amendment Effective Date and after giving effect to all Indebtedness (including the results of operations Loans) being issued, incurred or assumed by Borrower in connection therewith, (i) the sum of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyassets, at a fair valuation, of Borrower and its Subsidiaries, taken as a whole, will exceed its debts, (Aii) except Borrower and its Subsidiaries taken as otherwise expressly noted therein a whole have not incurred and do not intend to incur, debts beyond Borrower’s and its Subsidiaries’ ability, taken as a whole, to pay such debts as such debts mature, and (Biii) subjectBorrower and its Subsidiaries, taken as a whole, will have sufficient capital with which to conduct their business. For purposes of this Section 7.05(b), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the case light of all the CT Quarterly Financial Statementsfacts and circumstances existing at such time, to changes resulting from normal year-end adjustments and represents the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, amount that has had or would reasonably be expected to have a Material Adverse Effectbecome an actual or matured liability. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Holdings and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of Holdings and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited Consolidated balance sheets of Premier, Inc. and its direct and indirect Subsidiaries on a Consolidated basis dated September 30, 2018 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Holdings and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein its direct and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based indirect Subsidiaries on assumptions believed by the Borrower Representative to be reasonable a consolidated basis as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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, as of the Closing Date, all material indebtedness and other liabilities, direct or contingent, of Holdings and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since Except as disclosed in the filings made by Premier, Inc. with the SEC prior to the Closing DateDate (but excluding any risk factors, forward-looking disclosures and any other disclosures that are cautionary, predictive or forward-looking in nature other than any specific, historic factual information contained therein), since the date of the Audited Financial Statements, there has been no event or circumstancecircumstance that has occurred, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts three-year projections of consolidated balance sheetsPremier, Inc. and statements of cash flows of Holdings, the Borrowers and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished delivered to the Administrative Agent Lenders on or prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be based upon reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialassumptions.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects respects, the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of Borrower and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof required to be disclosed under GAAP, to changes resulting from normal year-end adjustments including material liabilities for taxes, commitments and the absence of footnotesIndebtedness. (iib) On The unaudited consolidated balance sheet of Borrower and after the Delayed Draw Funding Dateits Subsidiaries dated June 30, the CT Annual Financial Statements 2008, and the CT Quarterly Financial Statements fairly present in all material respects the financial condition related consolidated statements of the CT Companies as of the dates thereof income or operations, shareholders’ equity and the results of operations of the CT Companies cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) subjectfairly present, in all material respects, the case financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments Borrower and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 5.5 sets forth all material indebtedness and other liabilities, direct or contingent, of Borrower and its consolidated Subsidiaries as of the date of such financial statements, including material liabilities for taxes, commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.1 or Section 6.1 were prepared in good faith on the basis of assumptions which Borrower believed were fair in light of the assumptions stated therein, which assumptions were believed to be reasonable conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, Borrower’s best estimate of its future financial condition and performance (it being understood that any such forecasts and Projections are not to be viewed as facts, projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ Borrower’s control, and that no assurance can be given that any particular Projections projections will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Holdings and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of Holdings and its Subsidiaries as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the portion of the fiscal year 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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(b) sets forth as of the Closing Date all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts Except as set forth on Schedule 5.05(d), as of consolidated balance sheets, and statements of cash flows the Closing Date none of Holdings, the Borrowers Borrower and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialOff-Balance Sheet Liabilities.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectto the extent required by GAAP, in the case show all Material Indebtedness and other liabilities, direct or contingent, of the DTZ Quarterly Financial StatementsParent and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Parent and its Subsidiaries, as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyapplicable, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing DateDecember 31, 2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated Consolidated forecasted balance sheets, sheets and statements of income and cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections Xxxxx Group delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ good faith estimate of its future financial performance (it being understood that any such forecasts and Projections are not to be viewed as facts, are forecasted financial information is subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ controlcontrol of the Loan Parties, that no assurance can be is given that any particular Projections forecasts will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Lead Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all Material Indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsLead Borrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated January 5, 2008, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Lead Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Loan Parties and their Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated Consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Lead Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section Sections 4.01 or 6.01 have been were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties and contingenciesat the time of delivery, many the Loan Parties’ best estimate of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialits future financial performance.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements and Statements: (A) were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (B) fairly present present, in all material respects respects, the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; (C) to the extent required by GAAP, 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 and (BD) subjectwere accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Borrower and its Subsidiaries, in on the case of one hand, and the DTZ information relating to Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (b) The Quarterly Financial Statements: (A) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to changes resulting from normal year-end audit adjustments and the absence of footnotes. , except as otherwise expressly noted therein, (iiB) On and after the Delayed Draw Funding Datefairly present, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects respects, the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered therebythereby and (C) were accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Borrower and its Subsidiaries, on the one hand, and the information relating to Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand. (bc) Since the Closing DateSeptember 30, 2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Company and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow 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, in the case of the DTZ Quarterly Financial Statementseach case, to changes resulting from normal year-end adjustments and the absence of footnotesextent required to be reflected thereon (or described in the footnotes thereto) in accordance with GAAP. (b) The unaudited condensed consolidated and consolidating balance sheets of the Company and its Subsidiaries dated June 30, 2009, and the related condensed consolidated and consolidating statements of income or operations 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Company and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Company and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Company’s reasonable good faith estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements and most recent audited annual financial statements delivered to the DTZ Quarterly Financial Statements Administrative Agent pursuant to Section 6.01(a) fairly present in all material respects the financial condition of the DTZ Acquired Companies UHS and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebytherein. (b) Since In the case of the Amendment Closing Date, since December 31, 2014 and, in all other cases, since the date of the most recent audited financial statements delivered to the Administrative Agent pursuant to Section 6.01(a), there has been no material adverse change in, or event or circumstancecondition, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, assets, financial condition or operating results of the Borrower and its Restricted Subsidiaries, taken as a whole. (c) [Intentionally Omitted] (d) The forecasts of consolidated balance sheets, income statement and statements cash flow statement of cash flows of Holdings, the Borrowers UHS and the Restricted its Subsidiaries for each fiscal year ending after the Amendment Closing Date until the fifth fourth anniversary of the Amendment Closing Date, copies of which have been furnished to the Administrative Agent and the Lenders prior to the Amendment Closing Date, and all Projections delivered pursuant to Section 6.01 have been were prepared in good faith on the basis of the based upon assumptions stated therein, which assumptions were believed to be reasonable at the time mademade in light of the conditions existing at the time of preparation of such forecasts and represented, at the time of preparation, UHS’s reasonable estimate of its future financial performance, it being understood that any (i) such forecasts and Projections forecasts, as to future events, are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be materialmaterial 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 general industry nature.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of ArrisOpco (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies ArrisOpco and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) show all material indebtedness and other liabilities, direct or contingent, of ArrisOpco and its Subsidiaries, as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of ArrisOpco and its Subsidiaries dated each Interim Financial Statement Date, and the related consolidated statements of income and cash flows for the fiscal quarter or year, as applicable, 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 ArrisOpco and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholders’ equity 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(b) sets forth all indebtedness, direct or contingent, of the Company and its consolidated Subsidiaries having an outstanding principal balance of $10,000,000 or more as of the date of such financial statements. (c) The Audited Financial Statements of the Acquired Business and the unaudited combined balance sheet of the Acquired Business and its Subsidiaries dated each Interim Financial Statement Date and the related combined statements of income and cash flows for the fiscal quarter or year, as applicable, ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby (except in each case as described in the notes thereto) and on that basis fairly present, in all material respects, the financial position, results of operations and cash flows of the Acquired Business as of the dates and for the periods indicated, subject, in the case of the DTZ Quarterly Interim Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotesadjustments. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (bd) Since the Closing DateDecember 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (ce) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsthe Company and its Subsidiaries as at the Pro Forma Balance Sheet Date, and statements the related consolidated pro forma statement of cash flows operations of Holdings, the Borrowers Company and the Restricted its Subsidiaries for each the four consecutive fiscal year ending after quarters then ended (the Closing Date until “Pro Forma Financial Statements”), certified by the fifth anniversary chief financial officer or treasurer of the Closing DateCompany, copies of which have been furnished to each Lender, fairly present the Administrative Agent prior consolidated pro forma financial condition of the Company and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Closing DateTransaction. (f) The consolidated forecasted balance sheets, statements of income and all Projections cash flows of the Company and its Subsidiaries delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Company’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Parent (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The Interim Financial Statements of the Parent (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Parent and its Subsidiaries as of the dates date thereof and the their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) The Audited Financial Statements of the CT Companies Company (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 in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (iiid) The Pro Forma Interim Financial Statements, copies Statements of which have heretofore been furnished to the Administrative Agent, have been Company (i) were prepared in good faithaccordance with GAAP consistently applied throughout the period covered thereby, based on assumptions believed by except as otherwise expressly noted therein, and (ii) fairly present the Borrower Representative to be reasonable financial condition of the Company and its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (be) Since the Closing DateDecember 31, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cf) The forecasts of consolidated balance sheets, and Any forecasted statements of cash flows income or operations of Holdingsthe Parent, the Borrowers and the Restricted Company and/or any of their respective Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Datedelivered pursuant to Section 4.01 or Section 6.01, copies of which have been furnished as applicable, or otherwise delivered to the Administrative Agent in writing (whether prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been Date or thereafter) in connection with the transactions contemplated hereby were prepared in good faith on the basis of the assumptions and estimates stated therein, which assumptions and estimates (i) were believed to be (or will be) reasonable in light of the conditions existing at the time madeof delivery of such forecasts, it being understood and (ii) represented (or will represent), at the time of delivery, the Parent’s and/or the Company’s, as applicable, best estimate of its future financial condition and performance. (g) As of the Closing Date, none of Parent, any Loan Party or any Subsidiary has any liability (contingent or otherwise) for Taxes, long term lease or unusual forward, indebtedness or long term commitment that is not reflected in the financial statements of the Parent or Company that were included in the most recent Form 10-K and Form 10-Q filed by the Parent with the SEC prior to the Closing Date or the notes thereto and which in any such forecasts case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of (i) any Loan Party or (ii) the Parent and Projections are not to be viewed its Subsidiaries, taken as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materiala whole.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for Taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2018, and the related consolidated statements of operations, comprehensive income (or loss), stockholders’ equity and cash flows for the six month period 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the CT Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from normal year-end adjustments and the absence of footnotesaudit adjustments. (iiic) The Pro Forma Since the date of the balance sheet included in the Audited Financial Statements, copies of which have heretofore been furnished except as disclosed in Borrower’s public filings with the SEC made prior to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheetssheet, and statements of income and cash flows of Holdings, the Borrowers Borrower and the its Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(dc) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by management to be reasonable in light of the conditions existing at the time made, it being understood that any of delivery of such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialforecasts.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries on a consolidated basis as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other material liabilities, in the case direct or contingent, of Borrower and its Subsidiaries, on a consolidated basis, as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesmaterial Indebtedness. (b) The unaudited consolidated balance sheets of Borrower and its Subsidiaries dated June 30, 2013, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyits Subsidiaries, (A) except as otherwise expressly noted therein and (B) subjecton a consolidated basis, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, what Borrower believed to be a reasonable at the time made, it being understood that any such forecasts estimate of its future financial condition and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated June 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance (it being understood recognized by the Administrative Agent and the Lenders that any such forecasts and Projections projections as to future events are not to be viewed as facts, are subject to significant uncertainties facts and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results during the period or periods covered thereby may differ from projected results and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that are required to changes resulting from normal year-end adjustments and the absence of footnotesbe disclosed therein in accordance with GAAP. (iib) On The unaudited consolidated balance sheet of the Borrower and after the Delayed Draw Funding Dateits Subsidiaries dated September 30, the CT Annual Financial Statements 2017, and the CT Quarterly Financial Statements fairly present in all material respects the financial condition related consolidated statements of the CT Companies as of the dates thereof income or operations, shareholders’ equity and the results of operations of the CT Companies cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and therein, (Bii) subject, in fairly present the case consolidated financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments Borrower and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered therebythereby and (iii) show all material indebtedness and other liabilities and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required to be disclosed therein in accordance with GAAP, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsthe Borrower and its Subsidiaries as at December 31, 2017, and the related consolidated pro forma statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for the twelve month period recently ended on December 31, 2017, in each fiscal year ending after case reflecting the Closing Date until initial extensions of credit hereunder and all transactions occurring on or about the fifth anniversary Restatement Effective Date, certified by the chief financial officer or treasurer of the Closing Date, Borrower and copies of which have been furnished to each Lender, as being prepared in good faith to fairly present in all material respects the Administrative Agent prior consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the twelve month period ended on such date, all in accordance with GAAP subject to the Closing Dateassumptions stated therein, which assumptions were fair in light of the conditions existing on the date thereof. (e) The consolidated forecasted balance sheet and all Projections statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at fair in light of the time madeconditions existing on the date of such forecasts, it being understood that any and represented, on the date of such forecasts forecasts, the Borrower’s best estimate of its future financial condition and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (ia) The DTZ Annual Financial Statements pro forma balance sheet of GLDD on a Consolidated Basis (the "Pro Forma Balance Sheet") furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement (collectively, the "Transactions") and is accurate, complete and correct and fairly reflects the DTZ Quarterly Financial Statements fairly present financial condition of GLDD on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by a Responsible Officer of Borrowing Agent. All financial statements referred to in this subsection 5.5(a), including the financial condition of the DTZ Acquired Companies as of the dates thereof related schedules and the results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agentnotes thereto, have been prepared in good faithaccordance with GAAP, based on assumptions believed by the Borrower Representative to except as may be reasonable as of the date of delivery thereof, and present fairly disclosed in all material respects on a pro forma basis the estimated such financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebystatements. (b) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have The twelve (12) month cash flow and balance sheet projections of GLDD on a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing DateConsolidated Basis, copies of which have been furnished to are annexed hereto as Exhibit 5.5(b) (the Administrative Agent prior to "Projections") were approved by a Responsible Officer of GLDD, are based on underlying assumptions which provide a reasonable basis for the Closing Date, projections contained therein and all Projections delivered pursuant to Section 6.01 have been prepared in good faith reflect Borrowers' judgment based on the basis present circumstances of the assumptions stated therein, which assumptions were believed to be reasonable at most likely set of conditions and course of action for the time made, projected period (it being understood recognized by Agent and the Lenders that any such forecasts and Projections are projected financial information is not to be viewed as facts, are fact and is subject to significant uncertainties and contingencies, contingencies many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections financial projections will be realized, and that actual results may differ vary materially from such projected financial information). The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the "Pro Forma Financial Statements". (c) The consolidated balance sheets of GLDD and that its Subsidiaries, and such differences may other Persons described therein, as of April 30, 2022, and the related statements of income, changes in stockholder's equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur) and present fairly the financial position of GLDD and its Subsidiaries at such date and the results of their operations for such period. (d) Since December 31, 2021, there has not occurred any event, condition or state of facts which has resulted in, or could reasonably be materialexpected to result in, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2006, 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, (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01(f) or Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair and believed to be reasonable in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates thereof and the their results of operations of the DTZ Acquired Companies for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated January 3, 2010, April 4, 2010, and July 4, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Quarters ended on such dates (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies Borrower and its Subsidiaries as of the dates thereof and the their results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (iiic) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of Since the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations Audited Financial Statements for the period covered thereby. (b) Since the Closing DateFiscal Year ended January 3, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 were prepared in good faith based on the basis of the assumptions stated therein, which assumptions that were believed to be reasonable at the time made, it being understood that any of delivery of such forecasts and Projections are not to be viewed as factsreflect the Borrower’s good faith estimate of its future financial condition and performance. Notwithstanding the foregoing, it is understood that such forecasted balance sheets are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, control of the Borrower and its Subsidiaries and that no assurance can be given that any particular Projections such forecasts will be realized, that actual results may differ and that such differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Loan Parties have heretofore delivered to the Lenders the following financial statements: (i) The DTZ Annual the consolidated balance sheets and statements of operations, shareholders’ equity and cash flows of the Borrower and all Subsidiaries of the Borrower, as of and for the fiscal years ended December 31, 2020 and December 31, 2021, in each case, audited and accompanied by an opinion of the Borrower’s independent public accountants (the “Audited Financial Statements Statements”); (ii) the unaudited consolidated balance sheet and statements of operations, shareholders’ equity and cash flows of the DTZ Quarterly Financial Statements Borrower and all Subsidiaries of the Borrower and all Subsidiaries of the Borrower, as of and for the fiscal year-to-date period ended September 30, 2021, certified by a Responsible Officer that such financial statements fairly present in all material respects the financial condition of the DTZ Acquired Companies as Borrower and all Subsidiaries of the dates thereof Borrower as at such date and the results of the operations of the DTZ Acquired Companies Borrower and all Subsidiaries of the Borrower for the period covered thereby ended on such date and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently applied throughout the periods covered therebyinvolved, (A) except as otherwise expressly noted therein disclosed on Schedule 5.05; and (Biii) subjectthe projected consolidated balance sheets, statements of operations and cash flows for the Borrower and all Subsidiaries of the Borrower on a quarterly basis for fiscal year 2022. Except as disclosed on Schedule 5.05, such financial statements (except for the projections) present fairly, in all material respects, the case respective consolidated financial position and results of operations and cash flows of the DTZ Quarterly Financial Statementsrespective entities as of such respective dates and for such periods in accordance with GAAP, subject to changes resulting from normal year-end audit adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, footnotes in the case of such unaudited or pro forma statements. The projections were prepared by the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared Borrower in good faith, faith and were based on assumptions believed by that the Borrower Representative to be believed were reasonable as of when made, it being understood, that actual results during the date of delivery thereof, and present fairly in all material respects on a pro forma basis periods covered thereby may differ from the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyprojected results. (b) Since the Closing DateExcept as disclosed on Schedule 5.05, since December 31, 2021, there has been no event or circumstance, either individually or material adverse change in the aggregatebusiness, assets, operations or condition, financial or otherwise, of the Loan Parties (taken as a whole) from that has had or would reasonably be expected set forth in the December 31, 2021 financial statements referred to have a Material Adverse Effectin clause (ii) of paragraph (a) above. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary None of the Closing DateLoan Parties has on the date hereof any contingent liabilities, copies of which have been furnished liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material and would need to be disclosed on financial statements in accordance with GAAP, except (i) as referred to or reflected or provided for in the Administrative Agent prior to the Closing Datefinancial statements described in this Section 7.04, and all Projections delivered (ii) as provided for in Schedule 5.05 annexed hereto, or (iii) as otherwise permitted pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialthis Agreement.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Specified U.S. Borrower and its consolidated Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The unaudited consolidated balance sheet of the Specified U.S. Borrower and its Subsidiaries dated October 2, 2010, and the related consolidated statements of income or operations, stockholder’s investment and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied through the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Specified U.S. Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing DateOctober 2, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have result in a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, statements of income and statements of cash flows of Holdingsthe Specified U.S. Borrower and its Subsidiaries for, and as of the Borrowers and the Restricted Subsidiaries for end of, each fiscal year commencing after December 31, 2010 and ending after the Closing Date until the fifth anniversary of the Closing Dateon or prior to December 31, copies of which have been furnished 2015 made available to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been Date were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonably believed by the Specified U.S. Borrower to be have been reasonable in light of the conditions existing at the time made, of delivery of such forecasts; it being understood that any actual results may vary from such forecasts and Projections are not that such variations may be material. (e) The consolidated forecasted balance sheets, statements of income and cash flows of the Specified U.S. Borrower and its Subsidiaries delivered pursuant to be viewed as factsSection 4.01 of the Existing Credit Agreement or Section 6.01(e) were prepared in good faith on the basis of the assumptions stated therein, are subject which assumptions were reasonably believed by the Specified U.S. Borrower to significant uncertainties and contingencies, many have been reasonable in light of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, conditions existing at the time of delivery of such forecasts; it being understood that actual results may differ vary from such forecasts and that such differences variations may be material.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries, as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (iib) On The unaudited consolidated and after consolidating balance sheets of the Delayed Draw Funding DateBorrower and its Subsidiaries dated December 31, the CT Annual Financial Statements 2009, and the CT Quarterly Financial Statements related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby, subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the Closing DateSeptember 30, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 were prepared in good faith and on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the condi- tions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Parent and its Subsidiaries on a consolidated basis as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other material liabilities, in the case direct or contingent, of Parent and its Subsidiaries, on a consolidated basis, as of the DTZ Quarterly Financial Statementsdate thereof, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesmaterial Indebtedness. (b) The unaudited consolidated balance sheets of Parent and its Subsidiaries dated December 31, 2017, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Parent and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered therebyits Subsidiaries, (A) except as otherwise expressly noted therein and (B) subjecton a consolidated basis, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Parent and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, what Parent believed to be a reasonable at the time made, it being understood that any such forecasts estimate of its future financial condition and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and the DTZ Quarterly Financial Statements (ii) fairly present present, in all material respects respects, the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated June 30, 2017, 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 (Bii) 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, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of the DTZ Quarterly Financial Statementsclauses (i) and (ii), to changes resulting from the absence of footnotes and to normal year-end adjustments and the absence of footnotesaudit adjustments. (iic) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable as of Since the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered thereby. (b) Since the Closing DateAudited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 4.01 or Section 6.01(c) were prepared in good faith on the basis of assumptions which the assumptions stated therein, which assumptions Borrower believed were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance (it being understood that any such forecasts and Projections are not to be viewed as facts, projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ Borrower’s control, and that no assurance can be given that any particular Projections projections will be realized, that actual results may differ and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and the DTZ Quarterly Financial Statements (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotestherein. (b) The unaudited consolidated balance sheets of the Borrower and its Subsidiaries dated as of June 30, 2006, 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be management believes are reasonable in the circumstances in light of the conditions existing at the time madedate of their preparation and known to the Borrower. The forecasted financial information reflects management's judgment of the expected conditions and its expected course of action as of the date of its preparation. The assumptions are those that management believes are significant to the forecast. There will usually be differences between forecasted and actual results, it being understood that any such forecasts because events and Projections are circumstances frequently do not to be viewed occur as factsexpected, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such those differences may be material. The forecasts were prepared for management's internal use and are not intended to comply with standard for the presentation of forecasted financial information in accordance with standards established by the American Institute of Certified Public Accountants as they relate to prospective financial information. (e) As of the Closing Date, the Borrower and its Subsidiaries have no material indebtedness or other material liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, other than (i) those booked or disclosed in the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2006 and (ii) as disclosed on Schedule 7.03.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that are required to changes resulting from normal year-end adjustments and the absence of footnotesbe disclosed therein in accordance with GAAP. (iib) On The unaudited consolidated balance sheet of the Borrower and after the Delayed Draw Funding Dateits Subsidiaries dated June 30, the CT Annual Financial Statements 2021, and the CT Quarterly Financial Statements fairly present in all material respects the financial condition related consolidated statements of the CT Companies as of the dates thereof income or operations, shareholders’ equity and the results of operations of the CT Companies cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein and therein, (Bii) subject, in fairly present the case consolidated financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments Borrower and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered therebythereby and (iii) show all material indebtedness and other liabilities and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof that are required to be disclosed therein in accordance with GAAP, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (cd) The forecasts consolidated pro forma balance sheet of consolidated balance sheetsthe Borrower and its Subsidiaries as at December 31, 2020, and the related consolidated pro forma statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Datetwelve month period recently ended on December 31, copies of which have been furnished to the Administrative Agent prior to the Closing Date2020, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.94

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (B) subject, in the case of the DTZ Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statementsshow all material indebtedness and other liabilities, copies direct or contingent, of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable and its Subsidiaries as of the date of delivery thereof, including liabilities for taxes, material commitments and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 and their estimated results of operations for the period covered therebyDebt. (b) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheetssheets of the Borrower and its Subsidiaries as at March 31, 2018, and the related consolidated statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until three months then ended, certified by the fifth anniversary principal accounting officer or treasurer of the Closing DateBorrower, copies of which have been furnished to the Administrative Agent prior Lender, fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date and the consolidated results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP (subject to the Closing Dateabsence of footnotes and normal year-end audit adjustments). Schedule 5.05 sets forth all material indebtedness and operating leases of the Borrower and its Subsidiaries as of the date of set forth thereon. (d) The consolidated forecasted balance sheets, statements of income and all Projections cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01 have been were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in the opinion of the Borrower in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, the Borrower’s best estimate of their future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Borrower and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such Audited Financial Statements, to changes resulting from normal year-end adjustments including liabilities for taxes, material commitments and the absence of footnotesIndebtedness. (b) The most recent unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated statements of income or operations and cash flows delivered pursuant to Section 6.01(b) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition (including the shareholders’ equity) of the CT Companies as of the dates thereof Borrower and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated results of operations for the period covered thereby. (b) Since the Closing Date, there has been no event or circumstancesubject, either individually or in the aggregatecase of clauses (i) and (ii), that has had or would reasonably be expected to have a Material Adverse Effectthe absence of footnotes and to normal year-end audit adjustments. (c) The forecasts of consolidated forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Borrower and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimates of its future financial condition and performance (it being understood that any such forecasts and Projections are not to be viewed as facts, are projected financial information is subject to significant uncertainties and contingencies, many of which are may be beyond the Borrowers’ Borrower’s control, no representation is made by the Borrower that no assurance can be given that any particular Projections such projections will be realized, that actual the account results may differ from the projections or other forward looking information and that such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the DTZ Acquired Companies Holdco and its Subsidiaries as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, direct or contingent, of Holdco and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in the case of the DTZ Quarterly Financial Statementseach case, to changes resulting from normal year-end adjustments and the absence of footnotesextent required to be reflected thereon (or described in the footnotes thereto) in accordance with GAAP. (iib) On The unaudited condensed consolidated and after the Delayed Draw Funding Dateconsolidating balance sheets of Holdco and its Subsidiaries dated September 30, the CT Annual Financial Statements 2018, and the CT Quarterly Financial Statements fairly present in all material respects the financial condition related condensed consolidated and consolidating statements of the CT Companies as of the dates thereof income or operations and the results of operations of the CT Companies cash flows for the period covered thereby fiscal quarter ended on that date (i) were prepared in accordance with U.S. GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein, and (Bii) subject, in fairly present the case financial condition of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments Holdco and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable its Subsidiaries as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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. (bc) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (cd) The forecasts of consolidated and consolidating forecasted balance sheets, sheet and statements of income and cash flows of Holdings, the Borrowers Holdco and the Restricted its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable fair in light of the conditions existing at the time madeof delivery of such forecasts, it being understood that any such forecasts and Projections are not to be viewed as factsrepresented, are subject to significant uncertainties at the time of delivery, Holdco’s reasonable good faith estimate of its future financial condition and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be materialperformance.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) The DTZ Annual Financial Statements and were prepared in accordance with GAAP consistently applied throughout the DTZ Quarterly Financial Statements period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the DTZ Acquired Companies Business as of the dates date thereof and the their results of operations of the DTZ Acquired Companies for the period covered thereby in accordance with GAAP consistently applied throughout the periods period covered thereby, (A) except as otherwise expressly noted therein therein; and (Biii) subjectshow all material indebtedness and other liabilities, in the case direct or contingent, of the DTZ Quarterly Financial StatementsBorrower and its Subsidiaries as of the date thereof, to changes resulting from normal year-end adjustments including liabilities for material taxes, material commitments and the absence of footnotesIndebtedness. (b) The unaudited consolidated financial statements of the Business dated March 31, 2003, and the related consolidated statements of income or operations, stockholders’ 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) On and after the Delayed Draw Funding Date, the CT Annual Financial Statements and the CT Quarterly Financial Statements fairly present in all material respects the financial condition of the CT Companies as of the dates thereof and the results of operations of the CT Companies for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the CT Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes. (iii) The Pro Forma Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by the Borrower Representative to be reasonable Business as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the DTZ Acquired Companies as at June 30, 2014 thereof and their estimated 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 Business as of the date of such financial statements, including liabilities for material taxes, material commitments and Indebtedness. (bc) The Consolidated forecasted balance sheet, statement of income and statement of cash flows of the Borrower and its Subsidiaries delivered to the Lenders prior to the date hereof or pursuant to Section 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial performance. (d) Since the Closing Datedate of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect. (c) The forecasts of consolidated balance sheets, and statements of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, and all Projections delivered pursuant to Section 6.01 have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made, it being understood that any such forecasts and Projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material.