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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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 Borrower have furnished the Lenders with true, correct and complete copies of (i) were prepared the audited balance sheet of the Credit Parties on a consolidated basis as of December 31, 2020 and December 31, 2021, and the related statements of income and stockholders’ equity, together with the notes thereto (collectively, the “Annual Financial Statements”) and (ii) the balance sheet of the Credit Parties as of June 30, 2022 and the related statements of income and owners’ equity of the Credit Parties on a consolidated basis for the six-month period then ended (collectively, the “Interim Financial Statements”, and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements fairly present, in accordance all material respects, the financial position of the Credit Parties on a consolidated basis as of the respective dates thereof, and the results of operations thereof, as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied throughout during the period covered therebyperiods involved, except as otherwise expressly noted therein; (ii) fairly present set forth in the financial condition of the Borrower notes thereto and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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)the Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness adjustments and other liabilities, direct or contingent, provided that the Interim Financial Statements lack footnotes As of the Borrower and its consolidated Subsidiaries as dates of the date of such financial statements as required by SEC guidelines. (c) Since the date of the Audited Financial Statements, there has been no event Credit Party had any known obligation, indebtedness or circumstanceliability (whether accrued, either absolute, contingent or otherwise, and whether due or to become due), which was not reflected or reserved against in the balance sheets which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the books of account of the such Credit Party or which, individually or in the aggregate, that has had or could would not reasonably be expected to have a Material Adverse Effect. (b) The pro forma balance sheet of the Credit Parties delivered to the Lenders on the Closing Date reflects the consummation of the Transactions and fairly reflects the financial condition of the Credit Parties as of June 30, 2022 after giving effect to the Transactions as if the Transactions had occurred on such date and has been prepared in accordance with GAAP, consistently applied. (c) The Projections of the Credit Parties on a consolidated basis heretofore delivered to the Lenders (i) were prepared by management of the Borrower in the ordinary course of its operations consistent with past practice, (ii) are the most current projections prepared by the Credit Parties relating to the periods covered thereby, and (iii) are based on (y) assumptions which management believes in good faith were reasonable both when made and on the date hereof and (z) accounting policies that are consistent with historical practices; provided, that the Lenders acknowledge that such financial projections and other estimates and forward-looking statements contain assumptions about future events and that actual results during the periods covered may be materially different due to a variety of risks and uncertainties, including but not limited to those risks and uncertainties described in Borrower’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q under the caption "Risk Factors" filed with the SEC.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30as of March 31, 20132007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter 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 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the later of (i) the date of the Audited Financial StatementsStatements and (ii) the date of the most recent audited financial statements delivered pursuant to Section 7.01(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. (d) The Borrower and its Subsidiaries, on a consolidated basis, have no material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except to the extent (i) set forth in the most recent of (A) the Audited Financial Statements and (B) the financial statements most recently delivered pursuant to Section 7.01(a) or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since the date referred to in subsection (i) hereof in accordance with the terms of this Agreement and the other Loan Documents.

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 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, 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. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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; provided that, any determination of the existence of a Material Adverse Effect (solely, for purposes of any determination under clause (a) of the definition of Material Adverse Effect under this Section 5.05(c)) made with respect to any portion of the period commencing on the Second Amendment Effective Date through June 30, 2021, shall exclude any event or circumstance resulting from the COVID-19 pandemic to the extent such event or circumstance has been publicly disclosed by the Borrower in its securities filings or disclosed in writing by the Borrower to the Administrative Agent and the Lenders prior to the Second Amendment Effective Date, and the scope of such adverse effect is no greater than that which has been disclosed. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. (e) Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not included in such financial statements, including liabilities for taxes, material commitments and Indebtedness.

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 and Unrestricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show together with the footnotes thereto, reflect all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries and Unrestricted Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness in accordance with GAAP consistently applied throughout the period covered thereby. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries and Unrestricted Subsidiaries dated September 30March 31, 20132012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries and Unrestricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of the Audited Financial StatementsStatements to the Closing Date, there has been no event or circumstancecircumstance that has, either individually or in the aggregate, that has had or could reasonably be expected to have have, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September as of June 30, 20132005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the later of (i) June 30, 2005 and (ii) the date of the Audited Financial Statementsmost recent audited financial statements delivered pursuant to Section 7.01(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. (d) The Borrower and its Subsidiaries, on a consolidated basis, have no material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except to the extent (i) set forth in the most recent of (A) the Audited Financial Statements and (B) the financial statements most recently delivered pursuant to Section 7.01(a) or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since the date referred to in subsection (i) hereof in accordance with the terms of this Agreement and the other Loan Documents.

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 Borrowers and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Borrowers and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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. (c) The Loan Parties, on a consolidated and consolidating basis, both before and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents are Solvent. For purposes hereof, as to any Person on any date of determination, Solvent shall mean that on such date (i) the fair value of the property of such Person exceeds its total liabilities (including contingent liabilities but without duplication of any underlying liability related thereto); (ii) the present fair saleable value on a going concern basis of the assets of such Person is not less than the amount required to pay the probable liability of such Person on its debts as they become absolute and matured; (iii) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature; (iv) such Person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute unreasonably small capital; and (v) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Parent Borrower (ior of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) were prepared in accordance with GAAP consistently applied throughout the period covered therebyand its Subsidiaries most recently delivered pursuant to Section 4.01(b)(i) or 6.01(a), except as otherwise expressly noted therein; (ii) applicable, fairly present in all material respects the consolidated financial condition of the Parent Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Parent Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries dated September 30most recently delivered pursuant to Section 4.01(b)(ii) or 6.01(b), 2013as applicable, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP and 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 (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) 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), subject to the absence of footnotes and to normal and recurring year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of the Audited Financial StatementsDecember 31, 2019, 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. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent Borrower (or of any Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries most recently delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts; it being understood that no assurance can be given that any particular projections will be realized, actual results may vary from such forecasts and that such variations may be material.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilitiesliabilities required to be shown by GAAP, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments commitments, Indebtedness and IndebtednessContingent Obligations. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries not reflected on the December 31, 2012 audited financial statements referred to above, incurred after the date of such financial statements but prior to the Amendment Effective Date, including liabilities for material commitments, Indebtedness and Contingent Obligations. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 2013, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth . (c) The December 31, 2012 Annual Statement of each Insurance Subsidiary and the March 31, 2013 Interim Statements of each Insurance Subsidiary (i) were prepared in accordance with SAP consistently applied through the periods covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of each Insurance Subsidiary as of the date thereof and their results of operations for the period covered thereby, subject, in the case of such Interim Statements for clauses (i) and (ii), to the absence of footnotes and normal year-end adjustments; and (iii) show all material indebtedness and other liabilitiesliabilities required to be shown by SAP, direct or contingent, of the Borrower and its consolidated Subsidiaries each Insurance Subsidiary as of the date of such financial statements as required by SEC guidelinesstatements, including liabilities for taxes, material commitments, Indebtedness and Contingent Obligations. (cd) 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. (e) Neither the Borrower nor any of its Subsidiaries has any Off-Balance Sheet Liabilities except those permitted pursuant to Section 7.04(o) or Section 7.04(p).

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, in the case of the Pro Forma Consolidation Method financial statements, utilizing accounting principles based on the Pro Rata Consolidation Method as opposed to the full consolidation method of accounting; (ii) fairly present present, in all material respects, the financial condition of the Borrower Reporting Entity and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Reporting Entity and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required to be shown pursuant to GAAP. (b) The unaudited consolidated financial statements balance sheets of the Borrower dated March 31, 2015 and its Subsidiaries dated September June 30, 20132015, and the related consolidated statements of income or operations, shareholders’ equity equity, and cash flows for the fiscal quarter quarters ended on that date such dates, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and, in the case of the Pro Forma Consolidation Method financial statements, utilizing accounting principles based on the Pro Rata Consolidation Method as opposed to the full consolidation method of accounting, and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower Reporting Entity and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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 would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Reporting Entity delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts (it being understood and agreed that forecasts, estimates and projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Reporting Entity makes no representation that such representations will in fact be realized). As to statements, information and reports specified as having been derived by the Reporting Entity from third parties, other than Affiliates of the Reporting Entity or any of its Subsidiaries, the Reporting Entity represents only that it has no knowledge of any material misstatement 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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132009, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date Closing Date, including liabilities for taxes, material commitments and Indebtedness, in each case only to the extent such amounts (A) are not disclosed in a line item on the unaudited consolidated balance sheet of such financial statements as required by SEC guidelinesthe Borrower and its Subsidiaries dated March 31, 2009 and (B) exceed $15,000,000 (individually, or in the aggregate for related items). (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 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) Annual Financial Statements fairly present in all material respects the financial condition of the Parent Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subject, in the case of clauses (i) and except as otherwise expressly noted therein. (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, ) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its Subsidiaries as at December 31, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Parent Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on the Annual Financial Statements and have been prepared in good faith, based on assumptions believed by the Parent Borrower to be reasonable as of the date of such delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial statements position of the Parent Borrower and its Subsidiaries as at December 31, 2007 and their estimated results of operations for the period covered thereby. (b) As of the Specified Date, except (i) as reflected or reserved against in the Annual Financial Statements, (ii) for liabilities or obligations incurred in the ordinary course of business since the date of the Annual Financial Statements and (iii) for liabilities or obligations arising under the Merger Agreement, neither the Parent Borrower nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by SEC guidelinesGAAP to be reflected on a consolidated balance sheet (or notes thereto) of the Parent Borrower and its Subsidiaries, other than those which would not have, individually or in aggregate, a Material Adverse Effect on the Parent Borrower. (c) Since the 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 (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 (or its predecessor, as the case may be) and its Subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show as required by GAAP, reflect all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Borrower and its Subsidiaries as of the date respective dates thereof, including including, if applicable, liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries dated September 30, 2013most recently delivered pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date As of the Audited Financial StatementsClosing Date, for the period from December 31, 2009 through the Closing Date, there has been exists no event or circumstancecircumstance with respect to the Borrower and its Subsidiaries taken as a whole, either individually or in the aggregate, that has had then resulted in, or could then reasonably be expected to have have, a Material Adverse Effect. (d) As of the IPO Closing Date, for the period from December 31, 2009 through the IPO Closing Date, there exists no event or circumstance with respect to the Borrower and its Subsidiaries taken as a whole, either individually or in the aggregate, that has then resulted in, or could then reasonably be expected to have, a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Fiscal Year-End 2012 and 2013 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 predecessor to the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material disclose, as and to the extent required by GAAP, the indebtedness and other liabilities, direct or contingent, liabilities of the predecessor to the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements pro forma combined balance sheet of the predecessor to the Borrower and its Subsidiaries dated September 30, 2013, and as of the related consolidated statements of income or operations, shareholders’ equity and cash flows for the most recently ended fiscal quarter ended on that date for which unaudited financial statements are set forth in the Registration Statement (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 predecessor to 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since [Reserved]. (d) The projections delivered pursuant to Section 4.1(e) were prepared in good faith on the date basis of the Audited Financial Statementsassumptions stated therein, which assumptions were believed to be fair by the Borrower in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance, it being understood that actual results may differ from such forecast and such differences may be material. (e) Since December 31, 2013, 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and IndebtednessIndebtedness (other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to have a Material Adverse Effect (excluding the effects of the Acquisition Transaction and any financing therefor, if any)). (b) The unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries dated September 30March 31, 20132011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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 (excluding the effects of the Acquisition Transaction and any financing therefor, if any).”

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 Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments if and Indebtednessas required by GAAP. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated September 30October 31, 20132015, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Borrower Loan Parties and its consolidated their Consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesRestatement Effective Date. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) The Consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as at June 30, 2012, and the related Consolidated pro forma statements of income and cash flows of the Lead Borrower and its Subsidiaries for the nine (9) months then ended, certified by the chief financial officer of the Lead Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of the Lead Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Lead Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. (f) The Consolidated forecasted balance sheet, statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time of delivery of such forecasts; it being understood that the projections and estimates contained in such Consolidated balance sheet, statements of income and cash flows are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that actual results may vary from projected results and that such variances may be material and that the Loan Parties make no representation as to the attainability of such projection or as to whether such projections will be achieved or materialize.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof to the extent required to be reflected on the Audited Financial Statements in accordance with GAAP or identified in the footnotes thereto. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The pro forma financial statements delivered pursuant to Section 4.01(a)(x) accurately present the pro forma financial position of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and giving effect to the consummation of the Transactions to be effected on or before the Closing Date; provided that (i) such pro forma financial statements shall include adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, and (ii) any other pro forma financial statements delivered pursuant to Section 4.01(a)(x) shall include adjustments customary for confidential information memoranda prepared in connection with financings of the type of the Facilities, and shall not be required to comply with Regulation S-X of the Securities Act of 1933; provided further that any purchase accounting adjustments set forth in the financial statements delivered pursuant to Section 4.01(a)(x) may be preliminary in nature and be based only on estimates and allocations determined by the Borrower. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and at the time delivered hereunder (it being understood by the Lenders that the such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control; that such forecasts, by their nature, are inherently uncertain and no assurances are being given that the results reflected in such forecasts will be achieved; and that actual results may differ from such forecasts, and such differences may be material).

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower Parent and its Subsidiaries dated September March 31, 2014 and June 30, 20132014, and the related consolidated statements of income or operations, shareholderspartners’ equity capital and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. To the best knowledge of Parent and its consolidated Subsidiaries and unless otherwise disclosed on Schedule 5.05 sets forth all 5.05, as of the Original Closing Date, neither Parent nor any of its Subsidiaries have any material indebtedness and or other liabilities, direct or contingent, of including liabilities for taxes, material commitments and Indebtedness, not disclosed in the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesInitial 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 Financial Statements and the Interim 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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (iii) show all material indebtedness and other liabilitiessubject, direct or contingent, in the case of the Borrower Interim Audited Financial Statements, to normal year-end audit and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessadjustments. (b) The unaudited condensed consolidated statement of financial statements condition of the Borrower and its Subsidiaries dated September 30August 31, 20132007, and the related condensed consolidated statements of income or operationsincome, comprehensive income, shareholders’ equity and cash flows for the fiscal quarter nine months ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The consolidated forecasted business plans (including balance sheet, statements of income and cash flows prepared by management of the Borrower) of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s good faith estimate of its future financial condition and performance (it being recognized by the Administrative Agent and the Lenders that such forecasted statements are not to be viewed as facts and that actual results during the period or periods covered thereby may vary and such variances may be material).

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries dated December 31, 2006, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarter then ended on that date, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September June 30, 20132014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by Borrower filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 present, in all material respects, 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 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. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30, 20132017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower Parent and its Subsidiaries dated September 30March 31, 20132023, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 6.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial StatementsDecember 31, 2022 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. Each of the Parent and Borrower is Solvent, and each of the Loan Parties and the other Subsidiaries considered on a consolidated basis are Solvent.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements 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 for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2011 to and including the Closing Date, there has been (iiii) show all no sale, transfer or other Disposition by the Borrower or any of its Subsidiaries of any material indebtedness and other liabilities, direct part of the business or contingent, property of the Borrower or any of its Subsidiaries, and (ii) no purchase or other acquisition by the Borrower or any of its Subsidiaries as of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the date thereofBorrower or any of its Subsidiaries, including liabilities for taxesin each case, material commitments and Indebtednesswhich is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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. (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Restricted Subsidiaries for each fiscal year ending after the Closing Date until the seventh anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (d) As of the Closing Date, none of the Borrower, any Holding Company or any Restricted Subsidiary has any material Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the Senior Unsecured Notes, (ii) the liabilities reflected on Schedule 5.05, (iii) the Obligations and (iv) liabilities incurred in the ordinary course of business).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the related consolidating balance sheets and financial statements of the Borrower and its Subsidiaries (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 (or, with respect to the consolidating financial statements, of the Borrower or the applicable Subsidiary) as of the date thereof and its or their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries (or, with respect to the consolidating financial statements, of the Borrower or the applicable Subsidiary) as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September as of June 30, 20132005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date date, and the related consolidating balance sheets and financial statements of the Borrower and its Subsidiaries (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 (or, with respect to the consolidating financial statements, of the Borrower or the applicable Subsidiary) as of the date thereof and its or their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of the Audited Financial Statementsmost recent audited financial statements delivered pursuant to Section 7.01(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. (d) The Borrower and its Non-Xxxxxxx Subsidiaries, on a consolidated basis, have no material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except to the extent (i) set forth in the financial statements most recently delivered pursuant to Section 7.01(a) or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since the date referred to in subsection (i) hereof in accordance with the terms of this Agreement and the other Loan Documents.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements financial statements delivered pursuant to Sections 7.01(a) and 7.01(b) (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 their results of operations for the period period(s) covered thereby in accordance with GAAP consistently applied throughout the period period(s) covered thereby, except as otherwise expressly noted thereintherein (subject, in the case of unaudited financial statements, to the absence of certain year-end adjustments); 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, in each case as required by GAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries. (b) The Audited Financial Statements and the unaudited consolidated financial statements of the Borrower Company and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date April 30, 2019 (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, thereby (subject, in the case of clauses (i) and (ii)unaudited financial statements, to the absence of footnotes and to normal certain year-end audit adjustments. Schedule 5.05 sets forth ); and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its consolidated Subsidiaries as of the date of such financial statements thereof, including liabilities for taxes, material commitments and Indebtedness, in each case as required by SEC guidelinesGAAP to be reflected on the consolidated balance sheet of the Company and its Subsidiaries. (c) From the date of the Audited Financial Statements to and including the First Amendment Effective Date, there has been no Disposition or any Involuntary Disposition of any material part of the business or property of the Loan Parties and their Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Loan Parties and their Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or in any other public filing of the Company and has not otherwise been disclosed in writing to the Lenders on or prior to the First Amendment Effective Date. (d) 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 Tribune Financial Statements fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries (iprior to giving effect to the Transactions) were prepared as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and, in the case of the Tribune Quarterly Financial Statements, for the absence of footnotes. (iib) The Local TV Audited Financial Statements fairly present in all material respects the financial condition of the Borrower Local and its 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, except as otherwise expressly noted therein; and . (iiic) show The FoxCo Audited Financial Statements fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Borrower FoxCo and its consolidated Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, including liabilities for taxes, material commitments and Indebtednessexcept as otherwise expressly noted therein. (bd) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30most recently delivered pursuant to Section 6.01(b), 2013if any, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (ce) 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. (f) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries most recently delivered to the Lenders pursuant to 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 Borrowers to be reasonable at the time made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. (g) No Default or Event of Default has occurred or is continuing, it being understood that this representation shall not be made on the Closing Date.

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 and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity 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 Indebtednessthereof (other than the Obligations). (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 2013most recently delivered pursuant to Section 6.01(b) (it being understood that the representation and warranty in this clause (b) shall not be made until the first making of representations and warranties after the first delivery pursuant to Section 6.01(b) to occur after the Closing Date), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of the balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (d) The consolidated projected balance sheet and statements of income and cash flows of the Borrower and its Restricted Subsidiaries delivered pursuant to Section 4.01 or, after the first delivery thereof, pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable by the Borrower at the time made and at the time so furnished (it being understood and agreed that projections are as to future events and are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by such projections may differ significantly from the projected results and such differences may be material). (e) Any reconciliation or consolidating statements provided pursuant to Section 6.01(c) accurately reflect in all material respects the adjustments necessary to eliminate the accounts of the Unrestricted Subsidiaries from the related consolidated 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 in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes (other than as may be required in connection with any Receivables Securitization) and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date Effective Date, including liabilities for taxes, material commitments and Indebtedness, in each case only to the extent such amounts (A) are not disclosed in a line item on the unaudited consolidated balance sheet of such financial statements as required by SEC guidelinesthe Borrower and its Subsidiaries dated March 31, 2016, and (B) exceed $15,000,000 (individually, or in the aggregate for related items). (c) Since For the period from 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 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30as of March 31, 20132008, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter 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 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the later of (i) the date of the Audited Financial StatementsStatements and (ii) the date of the most recent audited financial statements delivered pursuant to Section 7.01(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. (d) The Borrower and its Subsidiaries, on a consolidated basis, have no material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except to the extent (i) set forth in the most recent of (A) the Audited Financial Statements and (B) the financial statements most recently delivered pursuant to Section 7.01(a) or (b), (ii) set forth on Schedule 8.03, or (iii) incurred since the date referred to in subsection (i) hereof in accordance with the terms of this Agreement and the other Loan Documents.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date Closing Date, including liabilities for taxes, material commitments and Indebtedness, in each case only to the extent such amounts (A) are not disclosed in a line item on the unaudited consolidated balance sheet of such financial statements as required by SEC guidelinesthe Borrower and its Subsidiaries dated September 30, 2019, and (B) exceed $15,000,000 (individually, or in the aggregate for related items). (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 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 Such unaudited consolidated balance sheet (including the notes thereto) sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, 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. (d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries (including, for this purpose, the Target Company and its Subsidiaries) as at March 31, 2009, and the related consolidated pro forma statements of income of the Borrower and its Subsidiaries (including, for this purpose, the Target Company and its Subsidiaries) for the 12 months ended December 31, 2008 and the three months ended March 31, 2009, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to each Lender, fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for such periods, in each case giving effect to the Transactions, all in accordance with GAAP. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries (including, for this purpose, the Target Company and its Subsidiaries) delivered pursuant to Section 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries dated September 30December 31, 20132006 and February 28, 2007 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, 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. Schedule 5.05 sets forth all material indebtedness , and other liabilities, direct or contingent, without regard to the impact (if any) of the Borrower and its consolidated Subsidiaries as application of Section 409A of the date of such financial statements as required by SEC guidelinesCode and the final regulations issued thereunder. (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 (provided that in the case of the impact (if any) of the application of Section 409A of the Code and the final regulations issued thereunder, such representation is made only to the best of the Borrower’s knowledge). (d) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at December 31, 2006 and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the 12 months then ended, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP without regard to the impact (if any) of the application of Section 409A of the Code and the final regulations issued thereunder. (e) All financial projections and forecasts delivered to the Lenders in connection herewith were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such projections and forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, as and to the extent required to be reported in connection with GAAP. (b) The unaudited quarterly consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September June 30, 20132007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the 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 Subsidiaries) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of not disclosed on the date of such financial statements as required by SEC guidelinesreferred to in this subsection (b), 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, except as set forth in the Borrower’s Form 8-K filed with the SEC on April 20, 2007. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries previously delivered to the Administrative Agent were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions known to be existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s good faith and reasonable estimate of its future financial performance. The aforementioned forecast is not a guaranty of future performance, and actual results may differ from those in the forecast. (e) Neither the Borrower nor any other Loan Party has any Off-Balance Sheet Liabilities.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements audited consolidated financial statements of the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) 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 Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries as of the date dates thereof and (ii) their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilitiesprovided, direct or contingent, of that the Borrower and its the Restricted Subsidiaries as make no representation or warranty with respect to any historical financial statements delivered in connection with any permitted acquisition or acquisitions of the date thereof, including liabilities for taxes, material commitments and Indebtednessintellectual property. (b) The unaudited consolidated financial statements of the Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter 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 Borrower (or of any Parent Holding Company or Subsidiary of a Parent Holding Company allowed to be delivered pursuant to the terms hereof) 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), subject to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities; provided, direct or contingent, of that the Borrower and its consolidated the Restricted Subsidiaries as of the date of such make no representation or warranty with respect to any historical financial statements as required by SEC guidelinesdelivered 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 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30March 31, 20132021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 and the Unaudited Financial Statements (such Unaudited Financial Statements to be subject to the absence of footnotes and to normal year-end adjustments) (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 (or Borrower, as applicable) and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied in all material respects 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 (or Borrower, as applicable) and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The following representation and warranty shall be applicable to financial statements required by Sections 6.01(c) and 6.01(d) for the fiscal quarter ending on December 28, 2019 and for all fiscal quarters thereafter: The unaudited consolidated financial statements balance sheets of the Borrower (or Parent, as applicable) and its Subsidiaries dated September 30, 2013, as of the applicable quarter-end date and the related consolidated statements of income or operations, shareholderspartners’ equity capital and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower (or Parent, as applicable) and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of each 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) The consolidated forecasted balance sheet, statements of operations and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(e) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its future financial condition and performance.

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 Borrowers and its their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Borrowers and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Holdings and its Subsidiaries dated September 30March 31, 20132007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since Except as set forth on Schedule 4.01(a)(xv), 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) The consolidated and consolidating pro forma balance sheet of Holdings and its Subsidiaries as at March 31, 2007, and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrowers and their Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrowers, copies of which have been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of Holdings and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of Holdings and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP. (e) The consolidated and consolidating forecasted balance sheet, statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ best estimate of its future financial condition and performance.

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 dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, 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 dates thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines[Reserved]. (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 consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at December 31, 2009 and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer or treasurer of the Borrower, copies of which have been furnished to the Administrative Agent, fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction. (e) The financial projections concerning Holdings and its Subsidiaries delivered to the Lenders, the Lead Arrangers or the Administrative Agent by or on behalf of Holdings or any of its Subsidiaries prior to the date hereof have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and at the time made available to such Lenders, Joint Lead Arrangers and the Administrative Agent.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September June 30, 20132006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth adjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesthereof, 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. (d) The financial information of the Borrower and its Subsidiaries delivered pursuant to Section 6.01 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (e) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information heretofore delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a consolidated basis.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. From the date of the Audited Financial Statements through the Closing Date, the Company and its consolidated Subsidiaries have not incurred any additional material indebtedness or other liabilities, direct or contingent, including liabilities for taxes, material commitments and Indebtedness, except for such indebtedness and liabilities reflected on Schedule 7.03, Inter-Company Indebtedness and other indebtedness and liabilities incurred in the ordinary course of business. (b) The unaudited consolidated financial statements and consolidating balance sheet of the Borrower Company and its Subsidiaries dated September 30March 31, 20132018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows flows, and consolidating statements of income or operations for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) Schedule 7.03 sets forth all Indebtedness owed by any Borrower to any Subsidiary as of the Closing Date (other than Indebtedness owed by the Company to Avnet Receivables Corporation in connection with the Existing Securitization Facility).

Financial Statements; No Material Adverse Effect. (a) The Audited Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiA) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Company as of the date dates thereof and their the Company’s results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; except, in the case of the Unaudited Financial Statements, changes resulting from customary year-end adjustments consistent with past practice and the absence of footnotes and (iiiB) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereofhereof that are required to be reflected on a balance sheet prepared in accordance with GAAP, including except for such Indebtedness and other liabilities for taxes, material commitments and Indebtednessincurred since the date of the Unaudited Financial Statements in the ordinary course of business. (b) Since December 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (c) The Projections furnished to the Administrative Agent prior to the Closing Date are based on good faith estimates and assumptions made by the management of the Borrower; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of the Borrower believed that the Projections were reasonable and attainable. (i) The audited consolidated financial statements of the Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(a) and Section 6.01(g) and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013most recently delivered pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date such periods (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 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)unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness customary year‑end adjustments consistent with past practice. (e) The consolidated forecasted balance sheets, statements of income and other liabilities, direct or contingent, statements of cash flows of the Borrower and its consolidated Subsidiaries as delivered to the Lenders pursuant to Section 6.01(c) were prepared in good faith on the basis of the date assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such financial statements as required by SEC guidelinesforecasts; it being understood that actual results may vary from such forecasts and that such variations may be material. (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 delivered to the Administrative Agent (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP. (b) The unaudited pro forma consolidated balance sheet and statement of income as of December 31, 2006, prepared giving effect to the Transaction as if they occurred, with respect to such balance sheet, on such date, and with respect to such other financial statements statements, on the first day of the Borrower and its Subsidiaries dated September 3012-month period ending on such date, 2013, and delivered to the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date Administrative Agent (i) were prepared in accordance with GAAP consistently applied throughout good faith by Holdings, based on assumptions believed by Holdings on the period covered therebydate thereof and on the Closing Date to be reasonable, except (ii) are based on best information available to Holdings after due inquiry as otherwise expressly noted therein, of the date of delivery thereof and (iiiii) fairly present in all material respects on a Pro Forma Basis the estimated consolidated financial position of Holdings and its consolidated subsidiaries as of such date and for such period; it being understood that such projections are not to be viewed as facts and do not constitute a warranty as to the future performance of Holdings and the actual results may vary from projected results and such variances may be material. (i) As of the Closing Date, since December 31, 2006, there has not occurred any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects or occurrences, (A) has or would be reasonably likely to have a material adverse effect on the assets, business, results of operation or financial condition of the Borrower and its Subsidiaries taken as a whole, or (B) that would be reasonably likely to prevent or materially delay or materially impair the ability of the date thereof and their results of operations for Borrower to consummate the period covered therebyMerger or the other transactions contemplated hereby, subjectbut, in the case of clauses the foregoing clause (i) and (iiA), shall not include facts, circumstances, events, changes, effects or occurrences (w) generally affecting the industries in which the Borrower conducts its business, or the economy or the financial or securities markets, in the United States or elsewhere in the world, including effects on such industries, economy or markets resulting from any regulatory and political conditions or developments, or other force majeure events, except to the absence extent such changes or developments have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other participants in the industries in which the Borrower conducts its businesses, (x) resulting from any outbreak or escalation of footnotes hostilities, declared or undeclared acts of war or terrorism, or weather or climatic conditions, except to the extent such changes or developments (1) have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct participants in the industries in which the Borrower conducts its businesses or contingent, (2) directly affect the physical properties of the Borrower and its consolidated Subsidiaries as Subsidiaries; (y) reflecting or resulting from changes in Law or GAAP (or the interpretation thereof); or (z) resulting from actions or omissions of the date Borrower or any of such financial statements as its Subsidiaries which Holdings has requested, to which Holdings has expressly consented or that are required by SEC guidelines.the terms of the Merger Agreement and directly resulting from the announcement of the Merger (including the loss or departure of employees or adverse developments in relationships with customers, suppliers, distributors or other business partners); and (cii) Since At all times after the date of the Audited Financial StatementsClosing Date, there no event, change or condition has been no event or circumstanceoccurred since December 31, either individually or in the aggregate2005, that has had had, or could reasonably be expected to have 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 Following the period covered therebyinitial delivery of financial statements pursuant to Section 6.01(a), except as otherwise expressly noted therein; (ii) the most recent financial statements 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 in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The Following the initial delivery of financial statements pursuant to Section 6.01(b), the unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter 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 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), subject to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since December 31, 2013, or if later, the date of the Audited Financial Statementsmost recent financial statements furnished pursuant to Section 6.01(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. (d) The consolidated forecasted balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries most recently delivered to the Lenders pursuant to 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 Borrower to be reasonable at the time made; it being recognized by the Agents and the Lenders that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower and the Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. (e) No Default or Event of Default has occurred or is occurring.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September June 30, 20132018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September June 30, 20132015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower Parent and its Subsidiaries dated September June 30, 20132011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, including liabilities for taxes, material commitments and Indebtedness. (c) Since the date of the Audited Financial StatementsJune 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. Each of the Parent and Borrower is Solvent, and each of the Loan Parties and the other Subsidiaries considered on a consolidated basis are 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries dated September 30December 31, 20132011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, 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 and its Domestic Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Domestic Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Domestic Subsidiaries dated on or about September 30, 20132012, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter Fiscal Quarter ended on that the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Domestic Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, . (c) The unaudited consolidated balance sheet of the Borrower and its Domestic Subsidiaries dated on or about October 31, 2012, and the related consolidated statements of income or operations and cash flows for the fiscal month ended on the date thereof (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Domestic Subsidiaries as of the date thereof and their results of such financial statements as required by SEC guidelinesoperations 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. (cd) 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. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Domestic Subsidiaries delivered pursuant to Section 4.01(a)(xiii) and Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable at the time prepared in light of the conditions existing at such time, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance (it being understood that projections by their nature are inherently uncertain, actual results may differ from projections and such differences may be material).

Financial Statements; No Material Adverse Effect. (ai) [Reserved]. (ii) 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 Lead Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; and . (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) Unaudited Financial Statements fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subjectexcept as otherwise expressly noted therein. (b) The Financial Performance Projections attached hereto as Schedule 3.05(b) (which includes pro forma consolidated balance sheets, in statements of income and cash flows, the case of clauses FILO Borrowing Base, the Tranche A Borrowing Base and Availability prepared (i) on a monthly basis for the 2012 Fiscal Year and (ii) on an annual basis for the 2013, 2014 and 2015 Fiscal Years), which have been furnished to the absence of footnotes and Administrative Agent prior to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilitiesthe Closing Date, direct or contingent, have been prepared in good faith on the basis of the Borrower and its consolidated Subsidiaries as assumptions stated therein, which assumptions were believed to be reasonable at the time of the date preparation of such financial statements as required by SEC guidelinesforecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (c) Since the date of the Audited Financial StatementsJanuary 29, 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. (d) As of the Closing Date, neither Holdings, the Lead Borrower nor any Restricted Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 6.03, (ii) obligations arising under this Agreement and the other Loan Documents, (iii) the Term Loan Facility and the Senior Notes, and (iv) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have 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 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 in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower Parent and its Subsidiaries dated September 30November 25, 20132017, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) To the best knowledge of the Loan Parties, no Internal Control Event has occurred and is continuing that could reasonably be expected to materially impair the calculation of the Borrowing Base. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts.

Financial Statements; No Material Adverse Effect. (a) Sellers have previously made available to Purchaser all Bank Call Reports required to be filed by the Bank with respect to the periods ended December 31, 2019, December 31, 2020, and June 30, 2021 (the financial statements contained in such Bank Call Reports, collectively, the “Financial Statements”). The Audited Financial Statements (i) were have been derived from the books and records of the Bank and its Subsidiaries, (ii) have been prepared in conformity with GAAP and/or requirements under applicable Law (including applicable (b) Except (i) as reflected or reserved against in the Financial Statements (or disclosed in the notes thereto, if applicable), as adjusted to reflect the Excluded Assets and Liabilities Transfer, (ii) for Permitted Liens, (iii) for liabilities incurred in the ordinary course of business since June 30, 2021, or (iv) for liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no liabilities of the Bank and the Transferred Subsidiaries of any sort whatsoever of a character required under GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) to be reflected or reserved against on a consolidated balance sheet or disclosed in the notes to a consolidated balance sheet of the Bank prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and/or requirements under applicable Law (iiincluding applicable regulatory accounting principles). (c) fairly present the financial condition of the Borrower The Bank and its Subsidiaries have been subject to since January 1, 2019, and continue to be subject to, a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) established and maintained by Seller. Such internal controls are designed to provide reasonable assurance regarding the reliability of the date thereof Seller’s financial reporting and their results the preparation of operations the Seller’s consolidated financial statements for the period covered thereby external purposes in accordance with GAAP consistently applied throughout the period covered therebyGAAP. Seller has disclosed, except as otherwise expressly noted therein; based on its most recent evaluation of its internal accounting controls by its chief executive officer and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of chief financial officer prior to the date thereofhereof, including liabilities for taxes, material commitments to Seller’s auditors and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date audit committee (i) were prepared all significant deficiencies and material weaknesses in accordance with GAAP consistently applied throughout the period covered therebydesign or operation of internal controls which would adversely affect the ability of the Bank or the Transferred Subsidiaries to record, except as otherwise expressly noted thereinprocess, summarize and report financial information for inclusion in the applicable combined financial statements and (ii) fairly present any fraud, whether or not material, that involves management or other employees who have a significant role in all material respects Seller’s internal controls over financial reporting relating to the financial condition of Bank or the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered therebyTransferred Subsidiaries. Since January 1, subject, in the case of clauses (i) and (ii)2019, to the absence Knowledge of footnotes Sellers, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Sellers or the Bank and to normal year-end audit adjustments. Schedule 5.05 sets forth all no material indebtedness written complaints from employees of Sellers or the Bank regarding questionable accounting or auditing (d) The allowances for loan losses and other liabilities, direct or contingent, for credit losses contained in the Financial Statements were and will be established in accordance with the practices and experiences of the Borrower Bank and its consolidated Subsidiaries the Transferred Subsidiaries, and were and will be adequate under and in accordance with the requirements of GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) to provide for possible losses on loans (including accrued interest receivable) and credit commitments (including stand-by letters of credit) outstanding as of the date of such financial statements balance sheet. The Bank adopted and fully implemented CECL effective as required by SEC guidelinesof January 1, 2020, other than for regulatory capital purposes. (ce) Since the date of the Audited Financial StatementsJune 30, there 2021, no event, occurrence or development has been no event occurred or circumstancecircumstance arisen that, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (f) Since June 30, 2021 through the date hereof, except with respect to the Transactions or changes resulting from or related to the Contagion Event or the Contagion Event Measures, the business of the Bank and the Transferred Subsidiaries was conducted, in all material respects, in the ordinary course of business.

Financial Statements; No Material Adverse Effect. (a) The Each of the Audited Financial Statements and the audited consolidated balance sheet of the REIT for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the REIT, including the notes thereto (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 REIT and its 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, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower REIT and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower REIT and its Consolidated Subsidiaries dated September 30, 20132017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower REIT and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower REIT and its consolidated Consolidated Subsidiaries as of the date of not included in such financial statements as required by SEC guidelinesstatements, 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. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the REIT and its Consolidated Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the REIT’s best estimate of its future financial condition and performance.

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 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 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 Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30, 20132019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the 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 therebythereby and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; subject, in the case of clauses (i) and (ii)) above, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The consolidated forecasted balance sheet, statement of income and cash flows of the Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its future financial condition and performance; provided, such forecasts are not to be viewed as facts and that actual results during the period or periods covered by such forecasts may differ from such forecasts and that the differences may be material.

Financial Statements; No Material Adverse Effect. (a) The Each of the Audited Financial Statements and the audited consolidated balance sheet of the REIT for the fiscal year ended December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the REIT, including the notes thereto (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 REIT and its 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, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower REIT and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower REIT and its Consolidated Subsidiaries dated September 30March 31, 20132021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower REIT and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower REIT and its consolidated Consolidated Subsidiaries as of the date of not included in such financial statements as required by SEC guidelinesstatements, 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. (d) The consolidated forecasted balance sheet and statements of income and cash flows of the REIT and its Consolidated Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the REIT’s best estimate of its future financial condition and performance.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness 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. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower Parent and its Subsidiaries dated September 30October 29, 2013, and 2017and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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. (c) To the knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (d) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof to the extent required to be reflected on the Audited Financial Statements in accordance with GAAP or identified in the footnotes thereto. (ba) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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. (c) The pro forma financial statements delivered pursuant to Section 4.01(a)(x) accurately present the pro forma financial position of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and giving effect to the consummation of the Transactions to be effected on or before the Closing Date; provided that (i) such pro forma financial statements shall include adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, and (ii) any other pro forma financial statements delivered pursuant to Section 4.01(a)(x) shall include adjustments customary for confidential information memoranda prepared in connection with financings of the type of the Facilities, and shall not be required to comply with Regulation S-X of the Securities Act of 1933; provided further that any purchase accounting adjustments set forth in the financial statements delivered pursuant to Section 4.01(a)(x) may be preliminary in nature and be based only on estimates and allocations determined by the Borrower. (d) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and at the time delivered hereunder (it being understood by the Lenders that the such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control; that such forecasts, by their nature, are inherently uncertain and no assurances are being given that the results reflected in such forecasts will be achieved; and that actual results may differ from such forecasts, and such differences may be material).

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Borrower Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.thereof to the extent required to be reflected on the Audited Financial Statements in accordance with GAAP or identified in the footnotes thereto. ​ (b) The unaudited consolidated financial statements balance sheet of the Borrower Company and its Subsidiaries dated September June 30, 20132014, and the related consolidated statements of income or operations, shareholders’ equity and ​ ​ ​ cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines.​ (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) The pro forma financial statements delivered pursuant to Section 4.01(a)(x) accurately present the pro forma financial position of the Company and its Subsidiaries on a consolidated basis as of the date thereof and giving effect to the consummation of the Transactions to be effected on or before the Closing Date; provided that (A) such pro forma financial statements shall, in the case of the fiscal quarter ending June 30, 2014, include adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, and (B) any other pro forma financial statements delivered pursuant to Section 4.01(a)(x) shall include adjustments customary for confidential information memoranda prepared in connection with financings of the type of the Facilities, and shall not be required to comply with Regulation S-X of the Securities Act of 1933; provided further that any purchase accounting adjustments set forth in the financial statements delivered pursuant to Section 4.01(a)(x) may be preliminary in nature and be based only on estimates and allocations determined by the Company[Reserved]. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(d) were prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made and at the time delivered hereunder (it being understood by the Lenders that the such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control; that such forecasts, by their nature, are inherently uncertain and no assurances are being given that the results reflected in such forecasts will be achieved; and that actual results may differ from such forecasts, and such differences may be material). ​

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were The pro forma consolidated financial statements of the Servicer and its Subsidiaries for (A) the twelve-month period ended March 31, 2009 and (B) for the fiscal year ended December 31, 2008, a copy of each of which has been furnished to the Agent for distribution to the Purchasers, have been prepared in accordance with GAAP consistently applied throughout good faith, based on assumptions believed by the Servicer to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Servicer and its Subsidiaries as of March 31, 2009 and their estimated results of operations for the period covered thereby, except as otherwise expressly noted therein; assuming that the Acquisition had actually occurred at such date or at the beginning of the period covered thereby. (ii) The (A) audited consolidated balance sheet of the Servicer and its Subsidiaries for the fiscal year ended December 31, 2008, and the related consolidated statements of income, shareholders’ equity and cash flows for such fiscal year of the Servicer and its Subsidiaries, including the notes thereto and (B) unaudited consolidated balance sheet of the Servicer and its Subsidiaries dated June 30, 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the two fiscal quarter period ended on such date fairly present in all material respects the financial condition of the Borrower Servicer and its Subsidiaries as of the date thereof and their results of 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 therein (iii) show all material indebtedness and other liabilitiesand, direct or contingentwith respect to unaudited financial statements, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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 subject to normal year-end such adjustments as would be made in connection with the audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesfor the relevant period). (ciii) Since the date of the Audited Financial StatementsDecember 31, 2008, there has been no change, effect, event or circumstanceor, either individually or in the aggregate, occurrence that has had or could reasonably be expected to have a Material Adverse Effect. (iv) The forecasts prepared by management of the Servicer of consolidated balance sheets, income statements and cash flow statements for (A) each fiscal quarter of 2009 and 2010 ended after the Closing Date and (B) each fiscal year commencing with the fiscal year ending on December 31, 2009 through the fiscal year ending on December 31, 2013, copies of which have been furnished to the Agent and the Purchasers prior to the Closing Date, have been prepared in good faith based upon assumptions believed in good faith by the Servicer to be reasonable in light of conditions existing at the time of preparation, it being understood that (x) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be material and that such forecasts are not a guarantee of financial performance and (y) no representation is made with respect to information of a general economic or general industry nature. arya

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 Borrowers and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Borrowers and its their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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. (c) The Loan Parties, on a consolidated and consolidating basis, both before and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents are Solvent. For purposes hereof, as to any Person on any date of determination, Solvent shall mean that on such date (a) the fair value of the property of such Person exceeds its total liabilities (including contingent liabilities but without duplication of any underlying liability related thereto); (b) the present fair saleable value on a going concern basis of the assets of such Person is not less than the amount required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature; (d) such Person is not engaged, and is not about to engage, in business or a transaction for which its property would constitute unreasonably small capital; and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries (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 in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 2013, 2020 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter quarters ended on that date such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof such dates and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since the date of the Audited Financial StatementsDecember 31, 2019, 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 other than those events that (i) could reasonably be expected to result from, directly or indirectly, the filing or commencement of the Chapter 11 Cases or the announcement of the filing or commencement of the Chapter 11 Case, (ii) are the result of any action approved by the Bankruptcy Court prior to the Closing Date or, to the extent not adverse to the interests of any Agent or any Lender, after the Closing Date, and (iii) events set forth in the disclosure statement as in effect on the Closing Date relating to the Chapter 11 Plan. (d) The financial projections delivered pursuant to Section 4.01(a)(vi) and estimates and information of a general economic nature prepared, or as directed by, the Loan Parties or any of their representatives and that have been made available to any Lender or its Related Parties in connection with the Transactions or the other transactions contemplated by this Agreement as of the date delivered in connection with this Agreement have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable in light of the conditions existing at the time of delivery of such forecasts (it being understood that any such information is subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the future developments addressed in such information can be realized).

Financial Statements; No Material Adverse Effect. (a1) The Audited Financial Statements Seller Parent has made available to Purchaser Bank complete and correct copies of (i) were prepared in accordance with GAAP consistently applied throughout Seller’s audited consolidated financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of its independent auditor) for the fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and unaudited consolidated financial statements for the stub period covered therebyending June 30, except as otherwise expressly noted therein; 2019 (collectively, the “Seller Financial Statements”), and (ii) fairly present the financial condition publicly available portions of the Borrower Consolidated Reports of Condition and its Subsidiaries Income of Seller Bank that were filed by Seller Bank in 2016, 2017, 2018, March 2019 and June 2019 (such reports, the “Call Reports”). From the date of this Agreement until the Closing Date or the termination of this Agreement pursuant to Article VII, Seller Parent will provide to Purchaser Bank as promptly as practicable, but in no event later than the fifteenth (15th) day following the end of the date thereof and their results of operations for relevant calendar month, the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The monthly unaudited consolidated financial statements of Seller and Seller Bank that are prepared for management purposes, which shall be prepared in accordance with the Borrower Accounting Principles (other than with respect to the exclusion of the Excluded Subsidiaries) and shall identify each adjustment made to reflect the Accounting Principles, for each of the calendar months ended thereafter. Each of the statements of financial condition included in the Seller Financial Statements and the Call Reports fairly present, in all material respects, the consolidated financial position of Seller or Seller Bank, as applicable, as of its Subsidiaries dated September 30, 2013date, and each of the related consolidated statements of income or operations, shareholders’ equity and cash flows for equivalent statements included in the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout Seller Financial Statements or the period covered thereby, except as otherwise expressly noted therein, and (ii) Call Reports fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their consolidated results of operations of Seller or Seller Bank, as applicable, for the period covered therebyperiods set forth therein, in each case in accordance with the Accounting Principles and subject, in each case, to (A) any matter to the extent disclosed in the Seller Financial Statements (or the notes thereto, if applicable), and (B) in the case of the unaudited financial statements, to normal year-end adjustments and the absence of footnote disclosure. (2) Except (A) for Liabilities incurred in the ordinary course of business since June 30, 2019 or (B) as adequately reflected or reserved against in the Seller Financial Statements or Call Reports provided to Purchaser Bank prior to the date hereof (or disclosed in the notes thereto, if applicable) or adequately reflected in the Determination Date Balance Sheet, or which, in the case of clauses (iA) and (iiB), would not, individually or in the aggregate, reasonably be likely to have a Seller Material Adverse Effect, neither Seller Bank nor any of its Subsidiaries has any Liability. (3) The allowances for loan losses contained in the absence Seller Financial Statements or Call Reports were established in accordance with the regular practices and experiences of footnotes Seller, Seller Bank and their respective Subsidiaries and were adequate under and in accordance with the requirements of GAAP and the applicable Governmental Authorities to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness provide for possible losses on loans and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries credit commitments outstanding as of the date of such financial statements as required by SEC guidelinesbalance sheet. (c4) Since December 31, 2018, other than in anticipation of and otherwise in connection with the Transactions, (A) Seller Bank and its Subsidiaries have operated their respective businesses in the ordinary course of business consistent with past practice, (B) neither Seller Bank nor its Subsidiaries has taken any action prior to the date of this Agreement that, if taken after the Audited Financial Statementsdate of this Agreement and on or prior to the Closing Date, there would violate Section 4.01, and (C) no fact or event has been no event occurred or circumstancecircumstance or change arisen that, either individually or taken together with all other facts, circumstances and events (described in the aggregateany paragraph of this Section 3.02 or otherwise), that has had or could would reasonably be expected likely to have have, a Seller Material Adverse Effect. (5) The Reference Balance Sheet has been prepared in accordance with the Accounting Principles. (6) Seller Bank is “well-capitalized” as such term is defined in the rules and regulations promulgated by the Office of the Comptroller of the Currency. (7) None of Seller Parent, Seller or Seller Bank is aware of any reason why Seller Bank may not be able to pay the dividend contemplated by Section 4.01(b)(4) prior to the Closing.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP consistently applied. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 2013most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as statements, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by SEC guidelinesto be reflected thereon pursuant to GAAP consistently applied. (c) Since As of the Effective Date, 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 US 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 (1) prior to a Qualified MLP IPO, US Holdings and its Subsidiaries and (2) after the Borrower date on which financial statements are first delivered hereunder following a Qualified MLP IPO, MLP and its Subsidiaries, in each case, as of the dates specified therein and their results of operations for the periods covered thereby, in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; and prior to the date on which financial statements are first delivered after a Qualified MLP IPO, (ii) the Canadian Audited Financial Statements fairly present in all material respects the financial condition of Canada Holdings and its Subsidiaries as of the dates specified therein in accordance with GAAP and their results of operations for the periods covered thereby, except as otherwise expressly noted therein. (b) Since March 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. (c) The unaudited consolidated pro forma balance sheet of US Holdings and its Subsidiaries as at December 31, 2009, and the related unaudited consolidated pro forma statements of income and cash flows of US Holdings and its Subsidiaries for the period covered thereby, certified by a Responsible Officer of US Holdings, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of US Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of US Holdings and its Subsidiaries for the period ended on such date all in accordance with GAAP. (d) The unaudited consolidated pro forma balance sheet of Canada Holdings and its Subsidiaries as at December 31, 2009, and the related unaudited consolidated pro forma statements of income and cash flows of Canada Holdings and its Subsidiaries for the period covered thereby, certified by a Responsible Officer of Canada Holdings, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated pro forma financial condition of Canada Holdings and its Subsidiaries as at such date and the consolidated pro forma results of operations of Canada Holdings and its Subsidiaries for the period ended on such date all in accordance with GAAP. (e) The most recent financial statements furnished pursuant to (i) Section 6.01(a)(i) and (ii) Section 6.01(b)(i), in each case, were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of (A) prior to any Qualified MLP IPO, US Holdings and its Subsidiaries and (B) following any Qualified MLP IPO, MLP and its Subsidiaries in each case, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clause (ii), to the absence of footnotes and to normal year-end audit adjustments. (f) Prior to any Qualified MLP IPO, the most recent financial statements furnished pursuant to (i) Section 6.01(a)(ii) and (ii) Section 6.01(b)(ii), in each case, were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of Canada Holdings 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 clause (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth . (g) Prior to any Qualified MLP IPO, the most recent financial statements furnished pursuant to (i) Section 6.01(a)(iii) and (ii) Section 6.01(b)(iii), in each case, were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material indebtedness and other liabilities, direct or contingent, respects the financial condition of the Borrower Holdings and its consolidated respective Subsidiaries on a combined basis as of the date thereof and their results of such financial statements as required by SEC guidelines. (c) Since operations for the date of the Audited Financial Statementsperiod covered thereby, there has been no event or circumstancesubject, either individually or in the aggregatecase of clause (ii), that has had or could reasonably be expected to have a Material Adverse Effectthe absence of footnotes and to normal year-end audit adjustments.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness 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. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower Parent and its Subsidiaries dated September 30August 1, 20132020, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower Loan Parties and its consolidated their Consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, including liabilities for taxes, material commitments and Material 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. (d) To the knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, (iii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Parent and its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance (it being understood (i) no forecasts are to be viewed as facts, (ii) any forecasts are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, (iii) no assurance can be given that any particular forecasts will be realized and (iv) actual results may differ and such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements furnished to the Administrative Agent and each Lender (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 Mettler-Toledo International and its Subsidiaries as of the date thereof and dxxx xxxxxxx xxd their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Mettler-Toledo International and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessxxxxxxx xx xxcordance with GAAP consistently applied throughout the period covered thereby. (b) The unaudited consolidated financial statements of the Borrower Mettler-Toledo International and its Subsidiaries dated September 30June 00, 2013, and 0000 xxx the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date furnished to the Administrative Agent and each Lender (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 Mettler-Toledo International and its Subsidiaries as of the date thereof and datx xxxxxxx xxx their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and other presentation items and to normal year-end audit adjustments. Schedule 5.05 sets forth adjustments and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower Mettler-Toledo International and its consolidated Subsidiaries as of xx xx xxx xxxe thereof in accordance with GAAP consistently applied throughout the date of such financial statements as required by SEC guidelinesperiod covered thereby. (c) Since As of the Closing Date, 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) The financial statements delivered to the Administrative Agent (for further distribution to each Lender) pursuant to Sections 6.01(a) and (b) (i) will be prepared in accordance with GAAP, except as otherwise noted therein, and (ii) will fairly present in all material respects the financial condition of Mettler-Toledo International and its Subsidiaries as of the date xxxxxxx xxx xheir results of operations for the period covered thereby in accordance with GAAP subject, in the case of financial statements delivered pursuant to Section 6.01(b), to the absence of footnotes and other presentation items and to normal year-end audit adjustments.

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 Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments if and Indebtednessas required by GAAP. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated September 30October 31, 20132015, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Borrower Loan Parties and its consolidated their Consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesClosing Date. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) [Reserved]. (f) The Consolidated forecasted balance sheet, statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time of delivery of such forecasts; it being understood that the projections and estimates contained in such Consolidated balance sheet, statements of income and cash flows are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that actual results may vary from projected results and that such variances may be material and that the Loan Parties make no representation as to the attainability of such projection or as to whether such projections will be achieved or materialize.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness 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. (b) The unaudited quarterly consolidated financial statements (and consolidating schedules) of the Borrower and its Subsidiaries dated September June 30, 20132007, and the related Guarantor consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP (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 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. Schedule 5.05 sets forth iii) show all material indebtedness Indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesthereof, including liabilities for Taxes, material commitments and material 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. (ai) The Except as specifically disclosed in Schedule 5.05(a) to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date, the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout and the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries or Aspen and its Subsidiaries, as the case may be, as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2005 to and including the Restatement Effective Date, there has been (i) no sale, transfer or other disposition by Borrower or any of its Subsidiaries or Aspen or any of its Subsidiaries of any material part of the business or property of Borrower or any of its Subsidiaries, taken as a whole, or Aspen or any of its Subsidiaries taken as a whole, as the case may be, and (iiiii) show all no purchase or other acquisition by Borrower or any of its Subsidiaries or Aspen or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material indebtedness in relation to the consolidated financial condition of Borrower and other liabilitiesits Subsidiaries or Aspen and its Subsidiaries, direct as the case may be, in each case, which is not reflected in the foregoing financial statements or contingent, in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Restatement Effective Date. (ii) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005 (including the notes thereto) (the “Original Closing Date Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements operations of the Borrower and its Subsidiaries dated for the most recent fiscal year, the nine months ended September 30, 20132005 and the 12-month period ending on September 30, 2005 (together with the Original Closing Date Pro Forma Balance Sheet, the “Original Closing Date Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Original Closing Date Transaction, each material acquisition by the Borrower or any of its Subsidiaries consummated after September 30, 2005 and prior to the Original Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Borrower and the Arrangers). The Original Closing Date Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and the related consolidated statements of income or operations, shareholders’ equity present fairly in all material respects on a pro forma basis and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the estimated financial condition position of the Borrower and its Subsidiaries as of the date thereof at September 30, 2005 and their estimated results of operations for the period periods covered thereby, subject, assuming that the events specified in the case preceding sentence had actually occurred at such date or at the beginning of clauses the periods covered thereby. (iiii) The unaudited pro forma consolidated balance sheet of Borrower and its Subsidiaries as at September 30, 2006 (including the notes thereto) (the “Restatement Effective Date Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of Borrower and its Subsidiaries for the most recent fiscal year, the nine months ended September 30, 2006 and the 12-month period ending on September 30, 2006 (iitogether with the Restatement Effective Date Pro Forma Balance Sheet, the “Restatement Effective Date Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the absence Aspen Transaction, each material acquisition by Borrower or any of footnotes its Subsidiaries consummated after September 30, 2006 and prior to normal year-end audit adjustmentsthe Restatement Effective Date (which adjustments shall be consistent with the definition of Pro Forma Adjustment or as otherwise agreed between Borrower and the Arrangers). Schedule 5.05 sets forth The Restatement Effective Date Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material indebtedness respects on a pro forma basis and other liabilities, direct or contingent, in accordance with GAAP the estimated financial position of the Borrower and its consolidated Subsidiaries as at September 30, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the date of such financial statements as required by SEC guidelinesperiods covered thereby. (cb) Since the date of the Audited Financial StatementsDecember 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. (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries for each fiscal year ending after the Restatement Effective Date until the seventh anniversary of the Restatement Effective Date, copies of which have been furnished to the Administrative Agent prior to the Restatement Effective Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (d) As of the Restatement Effective Date, neither the Borrower nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05(d) to the Original Credit Agreement as in effect immediately prior to the Second Restatement Effective Date, (ii) obligations arising under this Agreement, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities reflected on the balance sheet as of December 30, 2005) that, either individually or in the aggregate, have 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessIndebtedness to the extent required by GAAP to be shown therein. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132017, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter quarter-ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence lack of footnotes footnote disclosure, the use of GAAP for interim financial statements and to normal year-end audit adjustments. Schedule 5.05 sets forth all The Borrower and its Subsidiaries have no material indebtedness and other liabilities, direct or contingentIndebtedness, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesthat is not included on such financial statements or permitted under Section 7.03. (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 reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (a) The Audited Fiscal Year-End 2012 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 predecessor to the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material disclose, as and to the extent required by GAAP, the indebtedness and other liabilities, direct or contingent, liabilities of the predecessor to the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements combined balance sheet of the predecessor to the Borrower and its Subsidiaries dated September at June 30, 2013, and the related consolidated combined statements of income or operations, shareholders’ division equity and cash flows for the fiscal quarter six months 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 in all material respects the financial condition of the predecessor to 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, . (c) The unaudited pro forma financial statements delivered pursuant to Section 4.01(e)(ii) (i) are derived from the historical combined financial statements of the predecessor to the Borrower and its consolidated Subsidiaries as of the date of of, and for the periods covered by, such unaudited pro forma financial statements and (ii) contain such unaudited pro forma adjustments as required by SEC guidelinesthe Borrower believes to be reasonable to reflect, on a pro forma basis, the consummation of the transactions contemplated hereby to occur on the Closing Date. (cd) The projections delivered pursuant to Section 4.01(e)(iii) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such projections, and represented, at the time of delivery, the Borrower’s reasonable estimate of its future financial condition and performance. (e) Since the date of the Audited Financial StatementsDecember 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

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 Parent and its Subsidiaries as of the date thereof and their the consolidated results of their 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 Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30March 31, 20132015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the 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 therebythereby and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; subject, in the case of clauses (i) and (ii)) above, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The consolidated forecasted balance sheet, statement of income and cash flows of the Consolidated Group delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its future financial condition and performance; provided, such forecasts are not to be viewed as facts and that actual results during the period or periods covered by such forecasts may differ from such forecasts and that the differences may be material.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Indebtedness of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof to the extent required to be reflected on the Audited Financial Statements in accordance with GAAP or identified in the footnotes thereto. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132017, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders' equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) The pro forma financial statements delivered pursuant to Section 4.01(a)(x) accurately present the pro forma financial position of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and giving effect to the consummation of the Transactions to be effected on or before the Closing Date; provided that (i) such pro forma financial statements shall include adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, and (ii) any other pro forma financial statements delivered pursuant to Section 4.01(a)(x) shall include adjustments customary for confidential information memoranda prepared in connection with financings of the type of the Facilities, and shall not be required to comply with Regulation S-X of the Securities Act of 1933; provided further that any purchase accounting adjustments set forth in the financial statements delivered pursuant to Section 4.01(a)(x) may be preliminary in nature and be based only on estimates and allocations determined by the Borrower. (e) The consolidated forecasted balance sheet, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01(c) were prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made and at the time delivered hereunder (it being understood by the Lenders that the such forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrower's control; that such forecasts, by their nature, are inherently uncertain and no assurances are being given that the results reflected in such forecasts will be achieved; and that actual results may differ from such forecasts, and such differences may be material).

Financial Statements; No Material Adverse Effect. (a) The Audited Annual Financial Statements (i) were prepared in accordance Statements, together with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition most recently delivered annual and quarterly consolidated balance sheets of the Parent Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance (together with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for the fiscal quarter ended on that date (iParent Borrower) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, delivered pursuant to Sections 6.01(a) and (iib) of the Existing ABL Credit Agreement fairly present in all material respects the financial condition of the Parent Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, subjectexcept as otherwise expressly noted therein. (b) As of the Closing Date, in the case of clauses except (i) as reflected or reserved against in the most recently delivered annual consolidated balance sheets of the Parent Borrower (together with related consolidated statements of income, stockholders’ equity and cash flows for the Parent Borrower) delivered pursuant to Section 6.01(a) of the Existing ABL Credit Agreement, and (ii), to ) for liabilities or obligations incurred in the absence ordinary course of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, business since the date of the most recently delivered annual consolidated balance sheets of the Parent Borrower (together with related consolidated statements of income, stockholders’ equity and cash flows for the Parent Borrower) delivered pursuant to Section 6.01(a) of the Existing ABL Credit Agreement, neither the Parent Borrower nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet (or notes thereto) of the Parent Borrower and its consolidated Subsidiaries as of Subsidiaries, other than those which would not have, individually or in aggregate, a Material Adverse Effect on the date of such financial statements as required by SEC guidelinesParent Borrower. (c) Since the date of the Audited Financial StatementsJune 30, 2017, 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 in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof to the extent required by GAAP. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated September March 30, 2013, and the related consolidated Consolidated statements of income or operations, shareholders’ equity operations and Consolidated statements of cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of the Borrowing Base, or (iii) of covenant compliance calculations provided hereunder. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being understood that forecasts are estimates and such forecasts are not facts, and that actual results may differ materially from such forecasts.

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 Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Lead Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments if and Indebtednessas required by GAAP. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated September 30October 31, 20132015, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, Material Indebtedness of the Borrower Loan Parties and its consolidated their Consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesRestatement Effective Date. (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. (d) To the best knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries on a Consolidated basis. (e) The Consolidated pro forma balance sheet of the Lead Borrower and its Subsidiaries as at June 30, 2012, and the related Consolidated pro forma statements of income and cash flows of the Lead Borrower and its Subsidiaries for the nine (9) months then ended, certified by the chief financial officer of the Lead Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of the Lead Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of operations of the Lead Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. 5048719.15048719.6 118 (f) The Consolidated forecasted balance sheet, statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time of delivery of such forecasts; it being understood that the projections and estimates contained in such Consolidated balance sheet, statements of income and cash flows are subject to uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that actual results may vary from projected results and that such variances may be material and that the Loan Parties make no representation as to the attainability of such projection or as to whether such projections will be achieved or materialize.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132016, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iii) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being recognized by the Lenders that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ from the projected results included in 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 present, in all material respects, 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 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. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30March 31, 20132011, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 (i) were The unaudited pro forma consolidated balance sheet of the Servicer and its Subsidiaries as of September 30, 2007 (including the notes thereto) and the related pro forma consolidated statement of income of the Servicer and its Subsidiaries for the twelve months ended September 30, 2007, a copy of each of which has been furnished to the Agent for distribution to the Purchasers, have been prepared in accordance with GAAP consistently applied throughout good faith, based on assumptions believed by the Servicer to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Servicer and its Subsidiaries as of September 30, 2007 and their estimated results of operations for the period covered thereby, except as otherwise expressly noted therein; assuming that the Acquisition had actually occurred at such date or at the beginning of the period covered thereby. (ii) fairly On the Closing Date, the audited consolidated financial statements of the Servicer and its consolidated subsidiaries as of December 31, 2006 which have been furnished to the Agent prior to the Closing Date, present in all material respects the financial condition of the Borrower Servicer and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2006 to and (iii) show all material indebtedness and other liabilitiesincluding the Closing Date, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date there has been (i) were prepared no sale, transfer or other disposition by the Servicer or any of its Subsidiaries of any material part of the business or property of the Servicer or any of its Subsidiaries, taken as a whole (other than the sale of Lyondells worldwide inorganic chemicals business in accordance with GAAP consistently applied throughout the period covered therebyMay, except as otherwise expressly noted therein2007), and (ii) fairly present no purchase or other acquisition by the Servicer or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in all material respects relation to the consolidated financial condition of the Borrower Company and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Purchasers prior to the Closing Date. (iii) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Servicer and its Subsidiaries as which have been furnished to the Agent prior to the Closing Date have been prepared in good faith on the basis of the date thereof and their results assumptions stated therein, which assumptions were believed to be reasonable at the time of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date preparation of such financial statements as required by SEC guidelinesforecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (civ) Since the date of the Audited Financial Statements, there There has been no event or circumstancecircumstance since December 31, 2006, that 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 (i) were prepared in accordance with GAAP consistently applied throughout Statements, the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition audited consolidated balance sheet of the Borrower and its Subsidiaries as of most recently delivered pursuant to Section 6.01(a)(i), the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the date thereofmost recently delivered pursuant to Section 6.01(a)(ii) and, including liabilities for taxesin each case, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year ended on the date thereof, (ii) the unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries most recently delivered pursuant to Section ‎6.01(b), and the related consolidated statements of income or operations for the fiscal quarter ended on that the date thereof and the related consolidated statements of income or operations and cash flows for the portion of the Borrower’s fiscal year then ended (ithe “Unaudited Quarterly Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries most recently delivered pursuant to Section ‎6.01(c), and the related consolidated statements of income or operations for the month ended on the date thereof and the related consolidated statements of income or operations and cash flows for the portion of the Borrower’s fiscal year then ended (the “Unaudited Monthly Financial Statements”), (A) 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 and its Restricted Subsidiaries or Subsidiaries, as applicable, as of the date thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (iA) and (ii)B) with respect to the Unaudited Quarterly Financial Statements and the Unaudited Monthly Financial Statements, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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 present, in all material respects, 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 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. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September June 30, 20132015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 furnished to the Administrative Agent and each Lender (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 Xxxxxxx-Xxxxxx International and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Xxxxxxx-Xxxxxx International and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP consistently applied throughout the period covered thereby. (b) The unaudited consolidated financial statements of the Borrower Xxxxxxx-Xxxxxx International and its Subsidiaries dated September 30, 2013, 2005 and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date furnished to the Administrative Agent and each Lender (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 Xxxxxxx-Xxxxxx International 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 other presentation items and to normal year-end audit adjustments. Schedule 5.05 sets forth adjustments and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower Xxxxxxx-Xxxxxx International and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesthereof in accordance with GAAP consistently applied throughout the period covered thereby. (c) Since As of the Closing Date, 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) The financial statements delivered to the Administrative Agent (for further distribution to each Lender) pursuant to Sections 6.01(a) and (b) (i) will be prepared in accordance with GAAP, except as otherwise noted therein, and (ii) will fairly present in all material respects the financial condition of Xxxxxxx-Xxxxxx International and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP subject, in the case of financial statements delivered pursuant to Section 6.01(b), to the absence of footnotes and other presentation items and to normal year-end audit adjustments.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Company and its Subsidiaries dated September 30March 31, 20132004, and the related consolidated statements of income or operations, changes in shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 7.05 sets forth all the maximum amount of Consolidated Funded Indebtedness of the Company and its consolidated Subsidiaries as of June 30, 2004. There have been no material indebtedness and other adverse variations as of the Closing Date from the liabilities, direct or contingent, of the Borrower Company and its consolidated Subsidiaries Subsidiaries, including liabilities for taxes and material commitments, disclosed on the Company's Form 10-K for the fiscal year ended December 31, 2003 as of updated on the date of such financial statements as required by SEC guidelinesCompany's Form 10-Q for the fiscal quarter ended March 31, 2004. (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 Parent and the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent and the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments commitments, and Indebtedness. (b) The unaudited consolidated financial statements of Parent and the Borrower and its Subsidiaries dated September [June 30, 20132005], and the related consolidated statements of income or operations, shareholders’ equity equity, and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Parent and 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. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the . (c) The financial statements relating to Borrower and its consolidated Subsidiaries for the fiscal quarter ended [June 30, 2005] as provided to Lender were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the related financial condition of Borrower and its Subsidiaries as reflected therein as of the date thereof and their results of such financial statements as required by SEC guidelinesoperations for the period covered thereby, subject, to the absence of footnotes and to normal year-end audit adjustments. (cd) 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 2013, 2006 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries not reflected on the September 30, 2006 financial statements referred to above, including liabilities for taxes, material commitments and Indebtedness, which will exist as of the date of such financial statements as required by SEC guidelinesClosing Date. (c) Since As of the Closing Date, no event or circumstance has occurred that, either individually or in the aggregate, constitutes a Sands Material Adverse Effect. As of the Xxxxx Closing Date, no event or circumstance has occurred that, either individually or in the aggregate, constitutes a Xxxxx Material Adverse Effect. As of the date of each Credit Extension other than the Closing Date and the date upon which the Xxxxx Closing Credit Extensions are made, 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) The consolidated forecasted balance sheet and statements of income and cash flows of Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrower’s best estimate of its future financial performance.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Company and its Subsidiaries dated September 30March 31, 20132017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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; provided that the spin-off of the Company from Biogen Inc., which occurred on February 1, 2017, shall not constitute a Material Adverse Effect. (d) The consolidated pro forma balance sheet of the Company and its Subsidiaries as at March 31, 2017, and the related consolidated pro forma statements of income and cash flows of the Company and its Subsidiaries for the three months then ended, copies of which have been furnished to each Lender, fairly present in all material respects the consolidated financial condition of the Company (e) The annual budget of the Company and its Subsidiaries on a consolidated basis delivered pursuant to Section 6.01(c), as and when delivered, has been prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such budget, and represented, at the time of delivery, the Company’s best estimate of its future financial condition and performance; it being recognized by the Administrative Agent and the Lenders that such budget is as to future events and is not to be viewed as facts, the budget is subject to significant uncertainties and contingencies, many of which are beyond the control of the Company and its Subsidiaries, and that no assurance can be given that actual results during the period or periods covered by such budget may differ from the projected results and such differences may be material.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower Parent and its Subsidiaries dated September 30, 20132011, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower Parent and its consolidated Subsidiaries as of the date Closing Date not otherwise disclosed or referenced (or otherwise contemplated) in the Form 10-Q report of such financial statements as required by the Parent filed with the SEC guidelinesfor the most recent fiscal quarter ended prior to the Closing Date. (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 (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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30, 20132019, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date Closing Date, including liabilities for taxes, material commitments and Indebtedness, in each case only to the extent such amounts (A) are not disclosed in a line item on the unaudited consolidated balance sheet of such financial statements as required by SEC guidelinesthe Borrower and its Subsidiaries dated September 30, 2019, and (B) exceed $15,000,000 (individually, or in the aggregate for related items). (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 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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries dated September 30March 31, 20132018, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iii) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being recognized by the Lenders that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ from the projected results included in 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 in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and IndebtednessIndebtedness other than those that are (A) not material to the Borrower and its Subsidiaries as a whole or (B) are reflected in the Borrower’s most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September June 30, 20132024, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter 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, in the case of clauses subsections (i) and (ii)) above, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) Seller has previously made available to Purchaser complete and correct copies of Seller’s audited consolidated financial statements (including any related notes and schedules thereto and the signed, unqualified opinion of its independent auditor) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021, and complete and correct copies of Seller’s unaudited consolidated financial statements for the six (6) month period ended June 30, 2024 (collectively, the “Financial Statements”). The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout have been derived from the period covered therebybooks and records of Seller and Seller Bank, except as otherwise expressly noted therein; (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 have been prepared in accordance conformity with GAAP consistently applied throughout the period covered thereby, on a consistent basis (except as otherwise expressly noted therein; may be indicated in the notes thereto) and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition position of the Borrower Seller and its Subsidiaries Seller Bank, as of the date thereof dates thereof, and their respective results of operations and cash flows for the period covered thereby, subject, in periods then ended (except that the case of clauses (i) and (ii), to the absence of unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines). (cb) Since Except (i) as reflected or reserved against in the date Financial Statements (or disclosed in the notes thereto, if applicable), (ii) for Permitted Liens, (iii) for liabilities incurred in the ordinary course of the Audited Financial Statementsbusiness since June 30, there has been no event 2024, or circumstance(iv) for liabilities that would not, either individually or in the aggregate, that has had or could reasonably be expected to be material, there are no liabilities of Seller or Seller Bank. (c) Seller and Seller Bank have established and maintained since January 1, 2023, and continue to maintain, a system of internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of Seller’s financial reporting and the preparation of Seller’s or Seller Bank’s financial statements or Bank Call Reports, as applicable. Seller has disclosed, based on its most recent evaluation of its internal accounting controls to Seller’s auditors and audit committee (i) all significant deficiencies and material weaknesses in the design or operation of internal controls which would adversely affect Seller’s ability to record, process, summarize and report financial information for inclusion in the applicable combined financial statements and (ii) any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effectsignificant role in Seller’s internal controls over financial reporting. Since January 1, 2023, no material written complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Seller or Seller Bank and no material written complaints from Seller or Seller Bank’s employees regarding questionable accounting or auditing matters have been received by Seller or Seller Bank. (d) The allowances for loan losses and for credit losses contained in the Financial Statements were established in accordance with the practices and experiences of Seller and Seller Bank and in accordance with the requirements of GAAP. (e) Seller Bank has no material liability in respect of applicable escheat or abandoned or unclaimed property Laws. (f) Seller has previously made available to Purchaser complete and correct copies of all Bank Call Reports required to be filed by Seller Bank, in each case, for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021. Such Bank Call Reports have been derived from the books and records of Seller Bank. (g) Less than 1% of Seller Bank’s assets consist of “bank-owned life insurance” policies for which any death benefit payments would be subject to U.S. federal income taxation.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness Material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements Consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 20132015, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (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) To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, (i) in any financial information delivered or to be delivered to the Agent or the Lenders, (ii) of covenant compliance calculations provided hereunder or (iv) of the assets, liabilities, financial condition or results of operations of the Borrower and its Subsidiaries on a Consolidated basis. (e) The Consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Loan Parties’ best estimate of its future financial performance, it being recognized by the Lenders that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ from the projected results included in 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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness indebtedness, other liabilities and other liabilities, direct or contingent, material commitments and contingencies of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows Borrower’s Form 10-Q for the fiscal quarter ended on that date September 30, 2012 (iincluding all of the financial statements and schedules included therein) were prepared contains all information which is required to be stated therein in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, Exchange Act and (ii) fairly present conforms in all material respects to the financial condition requirements thereof; and the Borrower’s Form 10-Q for the fiscal quarter ended September 30, 2012 did not when filed include any untrue statement of a material fact or omit to state a material fact which was required to be stated therein or was necessary to make the statements therein not misleading in the light of the Borrower and its Subsidiaries as of the date thereof and their results of operations circumstances in which they were made. The Borrower’s 10-Q for the period covered therebyfiscal quarter ended September 30, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 2012 sets forth all material indebtedness and other liabilities, direct or contingent, liabilities of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements. (c) The December 31, 2011 annual financial statements of GAIC and GALIC in the form filed with the Superintendent of Insurance of the State of Ohio were prepared in accordance with applicable statutory accounting principles and fairly present in accordance with applicable statutory regulations and guidelines, the financial condition of GAIC and GALIC at the dates thereof and the results of its operation for the periods covered thereby. (d) 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 and the period covered thereby, except as otherwise expressly noted therein; (ii) Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower SunGard and its Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; . During the period from December 31, 2004 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by SunGard or any of its Subsidiaries of any material part of the business or property of SunGard or any of its Subsidiaries, taken as a whole and (iiiii) show all no purchase or other acquisition by SunGard or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material indebtedness and other liabilities, direct or contingent, in relation to the consolidated financial condition of the Borrower SunGard and its Subsidiaries as of Subsidiaries, in each case, which is not reflected in the date thereof, including liabilities for taxes, material commitments and Indebtednessforegoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date. (b) The unaudited pro forma consolidated financial statements balance sheet of the Borrower Company and its Subsidiaries dated September 30as at March 31, 20132005 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Company and its Subsidiaries for the most recent fiscal year, the quarter ended March 31, 2005 and the 12-month period ending on March 31, 2005 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender prior to the Closing Date, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction, each material acquisition by SunGard or any of its Subsidiaries consummated after March 31, 2005 and prior to the Closing Date and all other transactions that would be required to be given pro forma effect by Regulation S-X promulgated under the Exchange Act (including other adjustments consistent with the definition of Pro Forma Adjustment or as otherwise agreed between the Company and the Arrangers). The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and the related consolidated statements of income or operations, shareholders’ equity present fairly in all material respects on a pro forma basis and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the estimated financial condition position of the Borrower Company and its Subsidiaries as of the date thereof at March 31, 2005 and their estimated results of operations for the period periods covered thereby, subject, assuming that the events specified in the case of clauses (i) and (ii), to preceding sentence had actually occurred at such date or at 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, beginning of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesperiods covered thereby. (cb) 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. (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Company and its Subsidiaries for each fiscal year ending after the Closing Date until the eighth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (d) As of the Closing Date, neither the Company nor any Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of business) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; No Material Adverse Effect. (ai) 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 Restricted Subsidiaries as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods 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. (bii) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated as of September 30, 2013, 2012 and the related unaudited consolidated statements of income or operationsincome, shareholders’ equity retained earnings and cash flows for the fiscal quarter ended on that date Borrower for the nine (i9) were prepared in accordance with GAAP consistently applied throughout the month period covered therebythen ended, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Restricted Subsidiaries as of the date thereof and their results of operations for the nine month period covered thereby, subjectthen ended, in the case of clauses accordance with GAAP consistently applied (iexcept as otherwise expressly noted therein) and (ii), subject to normal year end audit adjustments and the absence of footnotes footnotes. (iii) During the period from September 30, 2012 to and including the Closing Date, there has been (x) no sale, transfer or other disposition by the Borrower or any of its Restricted Subsidiaries of any material part of the business or property of the Borrower or any of its Restricted Subsidiaries, taken as a whole and (y) no purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, the consolidated financial condition of the Borrower and its consolidated Subsidiaries Restricted Subsidiaries, taken as of a whole, in each case, which is not reflected in the date of such foregoing financial statements as required by SEC guidelinesor in the notes thereto or has not otherwise been disclosed in writing to the Administrative Agent prior to the Closing Date. (cb) 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. (c) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Borrower and its Restricted Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date in a form reasonably satisfactory to it, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material. (d) As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any Indebtedness or other obligations or liabilities, direct or contingent (other than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under the Loan Documents or under the Second Lien Documents, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities reflected on the balance sheet as of September 30, 2012) that, either individually or in the aggregate, have 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 periods covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Company, Old Solo Cup and its their respective Subsidiaries as of the date respective dates thereof and their results of operations for the period respective periods covered thereby in accordance with GAAP consistently applied throughout the period respective periods covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) (A) The unaudited consolidated financial statements of the Borrower Company and its Subsidiaries dated September 30for the thirteen weeks ended December 28, 20132003, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and meet the requirements of Regulation S-X under the Securities Act of 1933 and all other accounting rules of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1, 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, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (B) the unaudited consolidated financial statements of Old Solo Cup and its Subsidiaries for the fiscal quarters ended March 31, 2003, June 30, 2003, September 30, 2003 and December 31, 2003, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal quarters (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and meet the requirement of Regulation S-X under the Securities Act of 1933 and all other accounting rules of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1, and (ii) fairly present in all material respects the financial condition of Old Solo Cup and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets From the date of such financial statements to the Closing Date, except as set forth all on SCHEDULE 5.05, Holdings, the Company, Old Solo Cup and their respective Subsidiaries have not incurred any material indebtedness Indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of that, in accordance with GAAP, would be required to be disclosed in such financial statements, other than in connection with the Transaction and which are reflected in the pro forma financial statements as required by SEC guidelinesdelivered pursuant to CLAUSE (d) below. (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) The consolidated pro forma balance sheet of the Borrower and its Subsidiaries as at September 30, 2003, and the related consolidated pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the twelve months then ended, certified by the chief financial officer of the Borrower, copies of which have been provided to the Administrative Agent for distribution to the Lenders, fairly present the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period ended on such date, in each case giving effect to the Transaction, all in accordance with GAAP and meet the requirements of Regulation S-X under the Securities Act of 1933 and all other accounting rules of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1. (e) The consolidated projected balance sheets, statements of income and statements of cash flows of the Borrower and its Subsidiaries delivered to the Administrative Agent pursuant to SECTION 4.01 or 5.05 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of 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 and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; . (b) The Audited Financial Statements and (iii) the Borrower’s Form 10-K filed with the SEC for the fiscal year ended January 1, 2011 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 IndebtednessIndebtedness as required to be disclosed under the applicable rules and regulations promulgated or approved by the SEC. (bc) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30April 2, 20132011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (cd) 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. (e) To the best knowledge of Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or could reasonably be expected to result in a misstatement in any material respect, in any financial information delivered or to be delivered to the Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of Borrower and its Subsidiaries on a consolidated basis.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout most recent audited annual financial statements delivered to the period covered thereby, except as otherwise expressly noted therein; (iiAdministrative Agent pursuant to Section 6.01(a) fairly present in all material respects the financial condition of the Borrower UHS and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) 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 In the case of clauses (i) and (ii)the Amendment Closing Date, to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth since December 31, 2009 and, in all material indebtedness and other liabilitiescases, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) Since since the date of the Audited Financial Statementsmost recent audited financial statements delivered to the Administrative Agent pursuant to Section 6.01(a), there has been no material adverse change in, or event or circumstancecondition, either individually or in the aggregate, that has had or could reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition or operating results of the Borrowers and their Restricted Subsidiaries, taken as a whole. (c) Except as set forth on Schedule 3.6 to the Merger Agreement, as of the Closing Date, UHS has no material liabilities or obligations of any nature (whether known or unknown, absolute, accrued, contingent, matured or unmatured), except for (i) liabilities and obligations reflected on the Historical Financial Statements, (ii) liabilities and obligations that have been incurred in the Ordinary Course of Business (as defined in the Merger Agreement) since December 31, 2006, (iii) liabilities and obligations for fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, (iv) liabilities and obligations that would not reasonably be expected to have a Target Material Adverse Effect. (d) The forecasts of consolidated income statement and cash flow statement of UHS and its Subsidiaries for each fiscal year ending after the Closing Date until the fourth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent and the Lenders prior to the Closing Date, were prepared in good faith based upon assumptions believed to be reasonable at the time made in light of the conditions existing at the time of preparation of such forecasts and represented, at the time of preparation, UHS’s reasonable estimate of its future financial performance, it being understood that (i) such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ significantly from the forecasted results and that such differences may be material and that such forecasts are not a guarantee of financial performance and (ii) no representation is made with respect to information of a general economic or general industry nature.

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 their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, 50 direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements balance sheet of the Borrower and its Subsidiaries dated September 30July 31, 20132004, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelinesstatements, 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, 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 Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated financial statements of the Borrower and its Subsidiaries dated September 30Consolidated Parties contained in the Borrower's 10 Q for the period ended May 31, 20132009, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements as required by SEC guidelines. (c) During the period from November 30, 2008 to and including the Seventh Amendment Effective Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or Property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Seventh Amendment Effective Date. (d) 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 financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (e) 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.