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

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two 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) 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 to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Principal Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Principal Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2020, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiB) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiC) show show, in accordance with GAAP, all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of and (ii) the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (i) were Unaudited Financial Statements have been prepared in accordance with GAAP consistently applied throughout by the period covered therebyParent, 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 to the absence of footnotes and to normal year-end audit adjustmentsadjustments (none of which individually or in the aggregate would be material) and the absence of footnotes. (b) The financial statements delivered pursuant to Sections 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Sections 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of such date and for such periods. (c) Since the date of the Audited Financial StatementsDecember 31, 2020, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries consolidated Subsidiaries, as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries consolidated Subsidiaries, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPDebt. (b) The unaudited consolidated balance sheet financial statements of the Borrower each of COWS and its DDC and their respective consolidated Subsidiaries as of and for the three fiscal quarter period ended September quarters ending March 31, 2014 and June 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date 2014, respectively, (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Borrower each of COWS and its Subsidiaries DDC and their respective consolidated 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, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the later of (i) December 31, 2013 and (ii) the date of the Audited Financial Statementsmost recent financial statements delivered pursuant to Section 5.01(a), there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries Parent dated as of and for the three most recent fiscal quarter period ended September 30of Borrower Parent, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the most recently delivered Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout and the period covered therebyAudited Financial Statements show, except as otherwise expressly noted therein; and (iii) show reflect or describe all material indebtedness and other liabilities, direct or contingent, material contingent liabilities of the Borrower Company and its Subsidiaries as of the date thereof, in each case, to the extent required to be reflected thereon pursuant to GAAP, including liabilities for taxes, material long term commitments and Indebtedness other than those that would be required are (A) not material to be disclosed the Company and its Subsidiaries as a whole or (B) are reflected in consolidated financial statements of the Borrower Company’s most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the footnotes thereto prepared in accordance with GAAPSEC. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated April 2, 2015 2016 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The most recently delivered unaudited consolidated balance sheet financial statements of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations income, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since Except as disclosed in any filings made with the SEC, since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Historical 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 Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 reflect or disclose all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated financial statements of income or operations and cash flows for the two fiscal quarter period ended on that date most recently 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) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. There is no material indebtedness or other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness, to the extent required to be disclosed in accordance with GAAP that is not set forth in such financial statements. (c) Since the date of the Audited Financial StatementsDecember 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended Consolidated Parties dated September 30, 2015 2020, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, other than the COVID-19 Pandemic and political and/or social unrest in the United States.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for the fiscal year ended December 31, 2007 (i) were was prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present presents in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2008, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsDecember 31, 2007, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Principal Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Principal Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 2013, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Borrower has heretofore furnished to the Administrative Agent and the Lenders the Audited Financial Statements Statements. Such 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 present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date dates thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of Borrower has heretofore furnished to the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 Administrative Agent and the related consolidated statements of income or operations and cash flows for Lenders the two fiscal quarter period ended on that date Unaudited Financial Statements. 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their results of operations and cash flows for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the most recent Audited Financial Statements, there has been no event or circumstance, either individually or change in the aggregateoperations, business, assets, properties or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 2014 and the related consolidated statements of income or operations and cash flows for the two 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) 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 to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ the consolidated results of operations, equity (deficit) and cash flows their operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2023, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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, therein and (ii) fairly present in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their the consolidated results of their operations for the period covered thereby; subject, subject in the case of clauses (i) and (ii) above, to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Valvoline Business as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Valvoline Business, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated combined balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30Valvoline Business dated March 31, 2015 2016, and the related consolidated combined statements of income or operations and comprehensive income, invested equity and cash flows for the two fiscal quarter period ended on that date (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present the financial condition of the Borrower and its Subsidiaries Valvoline Business as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsSeptember 30, 2015, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower FTS and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower FTS and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The most recent unaudited consolidated balance sheet of the Borrower FTS and its Subsidiaries as of and for delivered prior to the three fiscal quarter period ended September 30Closing Date, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present present, in all material respects, the financial condition of the Borrower FTS and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 2012, and the related consolidated statements of income or operations income, members’ equity, and cash flows for the two fiscal quarter six (6) month period then ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2010, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsJune 30, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Each of the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated July 3, 2015 2005, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries in all material respects as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 in accordance with GAAP 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 that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2020, and the related consolidated statements of income or operations operations, retained earnings and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 liabilitiesliabilities required to be shown under GAAP, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2021, and the related consolidated statements of income or operations operations, and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries Parent dated as of and for the three most recent fiscal quarter period ended September 30, 2015 of Borrower Parent and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited 2022 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 Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Pro Forma 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 Borrower and its Subsidiaries (on a pro forma basis after giving effect to the Closing Date Transactions) as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; (c) The financial statements delivered pursuant to Section 7.01(a), (b), (d) and (e) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b), (d) and (e)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (cd) Since the date of the Audited 2022 Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in accordance with GAAP the financial condition of the Borrower and its Subsidiaries the Consolidated Entities (including the Consolidated Entities’ interest in the Unconsolidated Entities) as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries applicable parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be as required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with by GAAP. (b) The With respect to every calendar quarter which ends subsequent to the Closing Date, the unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries the Consolidated Parties (including the Consolidated Entities’ interest in the Unconsolidated Entities) dated as of and for the three fiscal quarter period end of the most recently ended September 30calendar quarter, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal most recently ended calendar 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) fairly present in accordance with GAAP the financial condition of the Borrower and its Subsidiaries parties identified therein as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated December 31, 2015 2011, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsSeptember 30, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 liabilitiesliabilities required to be shown under GAAP, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2021, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September Consolidated Parties dated June 30, 2015 2019, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Parent Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(a) (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 consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date dates thereof and Borrower’s Predecessor’s and its Subsidiaries’ (ii) their results of operations, equity (deficit) and cash flows 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 liabilitiesprovided, direct or contingent, of that the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required Parties make no representation or warranty with respect to be disclosed in consolidated any historical financial statements delivered in connection with any permitted acquisition or acquisitions of the Borrower or the footnotes thereto prepared in accordance with GAAPintellectual property. (b) The unaudited consolidated balance sheet financial statements of the Parent Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date most recently 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) fairly present in all material respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments; provided, that the Borrower Parties make no representation or warranty with respect to any historical financial statements delivered in connection with any permitted acquisition or acquisitions of intellectual property. (c) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements most recent audited financial statements furnished pursuant to Section 6.01(a): (i) were have been 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 Borrower and its Consolidated Subsidiaries on a consolidated basis as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries on a consolidated basis as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The most recent unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated financial statements of income or operations and cash flows for the two fiscal quarter period ended on that date furnished pursuant to Section 6.01(b): (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustmentsAudited Financial Statements. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectEffect and, to the best knowledge of the Borrower, since the date of the Audited Financial Statements, no Internal Control Event has occurred (other than as disclosed in reports of the Borrower filed prior to the date hereof with the SEC).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries in all material respects as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 in accordance with GAAP 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 that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2016, and the related consolidated statements of income or operations operations, retained earnings and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 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 that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited quarterly consolidated balance sheet financial statements (and consolidating schedules) of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date 2007 (i) were prepared in accordance with GAAP (excluding footnotes) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to ordinary, good faith year end audit adjustments; (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; and (iii) show all material Indebtedness and other liabilities, subject to direct or contingent, of the absence Borrower and its consolidated Subsidiaries as of footnotes the date thereof, including liabilities for Taxes, material commitments and to normal year-end audit adjustmentsmaterial Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their consolidated results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30at January 31, 2015 2013, and the related unaudited consolidated statements of income or operations earnings and cash flows for the two fiscal quarter period ended on that date date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had resulted, or could reasonably be expected to have result, in a Material Adverse Effect. The Borrower is Solvent.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPindebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 the financial condition of the Borrower and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby, subject 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 as of the date thereof, including liabilities for taxes, material commitments and indebtedness. (c) Since the date of the Audited Financial StatementsSeptember 30, 2020, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPindebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2019, and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (the “Interim 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 Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of subsections (i) and (ii) above, to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the Borrower REIT and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ the consolidated results of operations, equity (deficit) and cash flows their operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower REIT and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be thereof required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared therein in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower REIT and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 2014, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the consolidated financial condition of the Borrower REIT and its Subsidiaries as of the date thereof and their the consolidated results of their operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower MDDC and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower MDDC and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower MDDC and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2010, and the related consolidated statements of income or operations operations, members’ equity and cash flows for the two portion of the fiscal quarter period 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) fairly present the financial condition of the Borrower MDDC and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present the financial condition of the Borrower Company and its consolidated Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2016, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the consolidated financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (to the extent such Audited Financial Statements have been provided) (i) were prepared in accordance with GAAP the Applicable Accounting Standard 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 Borrower and its Subsidiaries Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and Parent for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended Consolidated Parties dated September 30, 2015 2017, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 liabilitiesliabilities required to be shown under GAAP, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2018, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP the Applicable Accounting Standard 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 Borrower and its Subsidiaries Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries Parent dated as of and for the three most recent fiscal quarter period ended September 30of Borrower Parent, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the most recently delivered Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Companies as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Companies as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September Companies dated June 30, 2015 2010, and the related consolidated and consolidating statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Companies as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2003, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for the two 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) 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 clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Equinix and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except except, with respect to GAAP application only, as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Equinix and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower Equinix and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2015, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower Equinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries BDC Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries BDC Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries BDC Parent dated as of and for the three most recent fiscal quarter period ended September 30of BDC Parent, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries BDC Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPFunded Debt. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 3024, 2015 2006 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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 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 clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, to the actual knowledge of Borrower, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the audited financial statements of CPILP, for the fiscal year ending December 31, 2010 delivered pursuant to Section 4.01(m), each (i) were prepared in accordance with Cdn. GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of each of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries and CPILP and its consolidated Subsidiaries and Unrestricted Subsidiaries, as applicable, in each case, as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby on a pro forma basis in accordance with Cdn. GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show reflect all material indebtedness Indebtedness and other liabilities, direct or contingent, of each of the Canadian Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries and CPILP and its consolidated Subsidiaries and Unrestricted Subsidiaries, as applicable, in each case, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared on a pro forma basis in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with Cdn. 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 to the absence of footnotes and to normal year-end audit adjustments. (cb) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have result in a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2005, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness that would be Indebtedness, in each case as required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with by GAAP. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2016, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsDecember 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be Indebtedness, in each case, to the extent required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with reflected thereon pursuant to GAAP. (b) The unaudited consolidated balance sheet of the Borrower financial statements delivered pursuant to Sections 7.01(a) and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (ib) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Sections 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Borrower Parent and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be to the extent required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with under GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated February 28, 2015 2003, and the related consolidated statements of income or operations and cash flows for the two 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 and; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2009, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect; provided that if the Borrower shall establish a commercial paper program that is supported by Committed Loans, then so long as such program is in effect, this representation shall not be operative.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared thereof in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2021, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since For the period from the date of the Audited Financial StatementsStatements through the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited 2020 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 Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. ; (c) Since The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the date basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Audited Financial Statements, there has been no event or circumstance, either individually or in Borrower and its Subsidiaries as of the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectdates thereof and for the periods covered thereby.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPindebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2012, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPindebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 the financial condition of the Borrower and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby, subject 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 as of the date thereof, including liabilities for taxes, material commitments and indebtedness. (c) Since the date of the Audited Financial StatementsJune 30, 2018, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 material liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated January 31, 2015 2019, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2008, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The most recently delivered unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30Subsidiaries, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.. NYI- 4560366v1160

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPDebt. (b) The unaudited consolidated balance sheet financial statements of the Borrower Parent and its Subsidiaries dated as of and for the three fiscal quarter period ended September June 30, 2015 2006 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since The Projections have been prepared in good faith by the Parent, based on assumptions believed by the Borrower to be reasonable on the date of the Audited Financial Statementsthereof. (d) Except as set forth in Schedule 4.05(d), since December 31, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated October 31, 2015 2004, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated June 26, 2015 2009, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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 and; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated July 31, 2015 2016, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP #95484613v795537764v17 consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be Indebtedness, in each case, to the extent required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with reflected thereon pursuant to GAAP. (a) The financial statements delivered pursuant to Sections 7.01(a) and (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Sections 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Borrower Parent and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (cb) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2014, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date dates of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2007, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date dates of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiy) fairly present the financial condition of the Borrower Lessee and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iiiz) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Lessee and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in Indebtedness. (ii) The unaudited consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower Lessee and its Subsidiaries as of and for the three fiscal quarter period ended September dated April 30, 2015 2008, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal quarter period ended on that date (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present the financial condition of the Borrower Lessee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (x) and (y), to the absence of footnotes and to normal year-end audit adjustments. (ciii) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated June 27, 2015 2003, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be Indebtedness, to the extent required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with by GAAP. (b) The unaudited consolidated balance sheet financial statements of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2005, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, other than as publicly announced to date, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present present, in all material respects, the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be Indebtedness, in each case, to the extent required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with reflected thereon pursuant to GAAP. (b) The unaudited consolidated balance sheet of the Borrower financial statements delivered pursuant to Sections 7.01(a) and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date (ib) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, (except as may otherwise expressly noted therein, be permitted under Section 7.01(a) and (iib)) and present fairly present (on the basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Borrower Parent and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2009, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Parent Borrower (or its predecessor) and its consolidated Subsidiaries (i) as of the end of and for each fiscal year of the Parent Borrower in the two-fiscal year period ended December 31, 2012, audited by and accompanied by the opinion of Deloitte & Touche, LLP, and (ii) as of and for each subsequent fiscal quarter ended at least sixty (60) days prior to the Closing Date, certified by its chief financial officer, chief accounting officer or treasurer (or other equivalent officer). Such financial statements fairly present in all material respects the financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present therein and subject, in the case of quarterly financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operationsstatements, equity (deficit) and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two 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) 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 to the absence of footnotes and to normal year-end audit adjustments. For the purpose of this clause (a), the Parent Borrower shall be deemed to have furnished such financial statements to the Lenders if such financial statements have been filed with the SEC on form 10-K or 10-Q, as applicable. (cb) Since the date of the Audited Financial StatementsDecember 31, 2012, there has been no material adverse change in, or event or circumstancecondition, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the Consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The Consolidated unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2014, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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, therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries or such Subsidiary, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to result in a material adverse change in or have a material adverse effect upon the prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPDebt. (b) The unaudited consolidated balance sheet Projections have been prepared in good faith by the Parent, based on assumptions believed by the Parent to be reasonable on the date hereof. (c) Schedule 4.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two 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) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof of such financial statements, including liabilities for taxes, contingent liabilities and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustmentsDebt. (cd) Since the date of the Audited Financial StatementsJune 30, 2007, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (e) The Borrowers are in compliance with the covenants set forth in Sections 6.17 through 6.22 as of June 30, 2008 and July 31, 2008 based on the draft financials ended June 30, 2008 and July 31, 2008.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2008, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date dates of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout Statements, and the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s Ultimate Parent and its Subsidiaries’ results , and the related unaudited consolidated statements of operations, equity (deficit) operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, comprehensive income of the Borrower Ultimate Parent and its Subsidiaries as of the date thereofSubsidiaries, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period quarters and portions of the fiscal year ended March 31, 2014, June 30, 2014 and September 30, 2015 2014, and the related unaudited consolidated statements of income or operations and cash flows of Ultimate Parent and its Subsidiaries for the two such portions of such fiscal quarter period ended on that date (i) were year, have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects, the consolidated financial condition of the Borrower Ultimate Parent and its Subsidiaries as of at such dates and the date thereof and their consolidated results of their operations and cash flows for such periods (subject in the period covered therebycase of such unaudited financial statements, subject to the absence of footnotes and to normal year-end audit adjustments). (cb) Since the date As of the Audited Financial Effective Date, since December 31, 2013, except for events and circumstances disclosed in any SEC Documents, in each case filed or furnished and publicly available after January 1, 2014 and before the Effective Date (but excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements, ” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) there has been no event or circumstancecircumstance that, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2018, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower Parent and its Subsidiaries as of and for the three fiscal quarter period ended September 30delivered pursuant to Section 4.01(f)(iii), 2015 and the related consolidated statements of income or operations and cash flows balance sheets for the two fiscal quarter period Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) As of the Closing Date (after giving effect to the transactions contemplated by this Agreement) and after giving effect to each Credit Extension made hereunder, each Loan Party will be Solvent.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 liabilitiesliabilities required to be shown under GAAP, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2018, and the related consolidated statements of income or operations operations, and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could is reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Group as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September Consolidated Group dated June 30, 2015 2017 and the related consolidated and consolidating statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date Except for any changes arising from Parent’s issuance of the Audited Financial Statements6,900,000 shares of its common stock in May 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse EffectEffect since the date of the Audited Financial Statements.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30Consolidated Parties dated March 31, 2015 2023, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The consolidated unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 2009, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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, therein and (ii) fairly present the financial condition of the Borrower and its Subsidiaries or such Subsidiary, as the case may be, as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to result in a material adverse change in or have a material adverse effect upon the prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The most recently delivered unaudited consolidated balance sheet sheets of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30Subsidiaries, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Limited and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 reflect all material indebtedness and other liabilities, direct or contingent, of the Borrower Limited and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower Limited and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2003, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for the two 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) fairly present the financial condition of the Borrower Limited and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.04 sets forth all material indebtedness and other liabilities, direct or contingent, of Limited and its consolidated Subsidiaries since May 31, 2003, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have result in a Material Adverse EffectChange.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2003, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for the two 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) 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 therebythereby , subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September dated June 30, 2015 2021, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with GAAP IFRS 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Parent Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present present, in all material respects, the financial condition of the Borrower Parent and its Subsidiaries as of the date respective dates thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Parent 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) fairly present present, in all material respects, the financial condition of the Borrower Parent and its Subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i)and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsDecember 31, 2009, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (d) The projections delivered pursuant to Section 4.01(a)(ix) and Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the management of the Parent to be reasonable in light of the conditions existing at the time of preparation of such projections (it being understood that projections are subject to uncertainties and contingencies and that actual results during the period or periods covered by such projections may differ materially from such projections).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated January 31, 2015 2021, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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, therein and (ii) fairly present the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial StatementsStatements through the Effective Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and, since the period covered therebyClosing Date, except as otherwise expressly noted therein; (ii) fairly present the financial condition each of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated annual financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30delivered pursuant to Section 6.01(a), 2015 and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower and its the Restricted 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, subject except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and the Restricted Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, to the absence of footnotes and extent required by GAAP to normal year-end audit adjustmentsbe shown therein. (ci) Since the date A complete and correct copy of the Audited Financial Statements, there Required Financials has been no event delivered to the Administrative Agent prior to the Closing Date, and (ii) the Quarterly Financial Statements and, since the Closing Date, the most recent quarterly unaudited consolidated financial statements of the Borrower and the Restricted Subsidiaries delivered pursuant to Section 6.01(b), and the related consolidated statements of income or circumstanceoperations, either individually or shareholders’ equity and cash flows for the fiscal quarter ended on that date, (x) were prepared in accordance with GAAP consistently applied throughout the aggregateperiod covered thereby, that has had or could reasonably be expected to have a Material Adverse Effect.except as otherwise expressly noted therein,

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows 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 material liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as of and for the three fiscal quarter period ended September dated December 30, 2015 2012, and the related consolidated statements of income or operations and cash flows for the two 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) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject 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 74 material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries not included in such financial statements. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited 2016 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 Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAP. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; (c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby. (cd) Since the date of the Audited 2016 Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPDebt. (b) The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated May 31, 2015 2009, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal quarter period Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPindebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income or operations and cash flows for the two fiscal quarter period ended on that date Interim 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 the financial condition of the Borrower and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby, subject 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 as of the date thereof, including liabilities for taxes, material commitments and indebtedness. (c) Since the date of the Audited Financial StatementsSeptember 30, 2017, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September dated April 30, 2015 2004, and the related consolidated statements of income or operations earnings and cash flows for the two fiscal quarter nine-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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. The Borrower and each of the Guarantors is Solvent.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30dated March 31, 2015 2011, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date dates of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the consolidated financial condition of the Borrower Company and its the Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their consolidated results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its the Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower Company and its the Subsidiaries as of and for the three fiscal quarter period ended September at April 30, 2015 2006, and the related unaudited consolidated statements of income or operations earnings and cash flows for the two fiscal quarter nine-month period ended on that date date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present the financial condition of the Borrower Company and its the Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had resulted, or could reasonably be expected to have result, in a Material Adverse Effect. The Company and each other Loan Party is Solvent.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP the Applicable Accounting Standard 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 Borrower and its Subsidiaries Parent as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries Parent dated as of and for the three most recent fiscal quarter period ended September 30of Borrower Parent, 2015 and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with GAAP the Applicable Accounting Standard consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and Borrower’s Predecessor’s and its Subsidiaries’ their results of operations, equity (deficit) and cash flows operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness that would be required to be disclosed in consolidated financial statements of the Borrower or the footnotes thereto prepared in accordance with GAAPIndebtedness. (b) The unaudited consolidated balance sheet financial statements of the Borrower and its Subsidiaries as of and for the three fiscal quarter period ended dated September 30, 2015 2005, and the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for the two 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) 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 clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.